<PAGE>

                                  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
                                 MARCH 31, 2000

                                       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 identification number)
     incorporation or organization)

   90 PARK AVENUE, NEW YORK, NEW YORK                    10016
   ----------------------------------                    -----
(Address of principal executive offices)               (Zip Code)

             (212) 834-1730                          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 May 5, 2000 there were 103,124,000 shares of common stock outstanding.
<PAGE>

                           GREENPOINT FINANCIAL CORP.

                                    FORM 10-Q

                              FOR THE QUARTER ENDED
                                 MARCH 31, 2000

                                      INDEX

<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION                                                      PAGE
<S>                                                                                 <C>
Item 1 -  Financial Statements

    Consolidated Statements of Financial Condition (unaudited) as of March 31,
    2000 and December 31, 1999                                                        3

    Consolidated Statements of Income (unaudited) for the three months ended
    March 31, 2000 and 1999                                                           4

    Consolidated Statements of Comprehensive Income (unaudited) for the three
    months ended March 31, 2000 and 1999                                              5

    Consolidated Statements of Changes in Stockholders' Equity (unaudited) for
    the three months ended March 31, 2000 and 1999                                    6

    Consolidated Statements of Cash Flows (unaudited) for the three months ended
    March 31, 2000 and 1999                                                           7

    Notes to the Unaudited Consolidated Financial Statements                          8

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
         of Operations                                                               17

Item 3 - Quantitative and Qualitative Disclosure about Market Risk                   29

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings                                                           33

Item 6 - Exhibits and Reports on Form 8-K                                            34
</TABLE>


                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                         MARCH 31,     DECEMBER 31,
                                                                                           2000            1999
                                                                                       ------------    ------------
                                                                                   (IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<S>                                                                                    <C>             <C>
    ASSETS
Cash and due from banks                                                                $    136,386    $    179,462
Money market investments                                                                    470,102       1,052,840
Loans receivable held for sale                                                            1,696,838       1,208,080
Securities available for sale                                                             1,965,936       1,974,747
Federal Home Loan Bank of New York stock                                                     96,284          91,791
Retained interests in securitizations                                                        98,347         124,556
Securities held to maturity (fair value of $2,111 and $1,985, respectively)                   2,101           1,974
Loans receivable held for investment:
    Mortgage loans                                                                        8,631,053       8,648,765
    Other loans                                                                             634,581         659,356
    Deferred loan fees and unearned discount                                                (11,726)        (14,954)
    Allowance for possible loan losses                                                     (113,000)       (113,000)
                                                                                       ------------    ------------
       Loans receivable held for investment, net                                          9,140,908       9,180,167
                                                                                       ------------    ------------
Other interest-earning assets                                                               122,904         123,350
Servicing assets                                                                            187,755         180,629
Accrued interest receivable, net                                                             79,333          72,173
Banking premises and equipment, net                                                         126,242         129,006
Deferred income taxes, net                                                                   42,568          49,705
Goodwill                                                                                    921,835         941,727
Other assets                                                                                 88,216          90,870
                                                                                       ------------    ------------
       Total assets                                                                    $ 15,175,755    $ 15,401,077
                                                                                       ============    ============

    LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
    N.O.W. and checking                                                                $    569,416    $    540,406
    Savings                                                                               1,346,155       1,369,852
    Variable rate savings                                                                 2,005,317       1,981,441
    Money market                                                                            441,115         459,577
    Term certificates of deposit                                                          7,097,610       7,208,850
                                                                                       ------------    ------------
       Total deposits                                                                    11,459,613      11,560,126
                                                                                       ------------    ------------
Mortgagors' escrow                                                                          120,262          95,505
Securities sold under agreements to repurchase                                              122,945             260
Federal Home Loan Bank of New York advances                                                 675,000         675,000
Notes payable                                                                                 4,112           5,137
Long term debt                                                                              199,915         199,906
Guaranteed preferred beneficial interest in Company's junior subordinated debentures        199,743         199,740
Accrued income taxes payable                                                                 33,719          27,168
Other liabilities                                                                           341,687         651,573
                                                                                       ------------    ------------
       Total liabilities                                                                 13,156,996      13,414,415
                                                                                       ------------    ------------
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                                                              859,381         857,824
    Unallocated Employee Stock Ownership Plan (ESOP) shares                                (103,809)       (105,097)
    Unearned stock plans shares                                                              (2,960)         (3,288)
    Retained earnings                                                                     1,443,200       1,408,219
    Accumulated other comprehensive income, net                                             (11,570)        (11,834)
    Treasury stock, at cost (6,429,364 and 6,058,244 shares, respectively)                 (166,586)       (160,265)
                                                                                       ------------    ------------
       Total stockholders' equity                                                         2,018,759       1,986,662
                                                                                       ------------    ------------
       Total liabilities and stockholders' equity                                      $ 15,175,755    $ 15,401,077
                                                                                       ============    ============
</TABLE>

   (SEE ACCOMPANYING NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS)


                                       3
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED
                                                                      MARCH 31,
                                                               ----------------------
                                                                 2000         1999
                                                               ---------    ---------
                                                              (IN THOUSANDS, EXCEPT PER
                                                                    SHARE AMOUNTS)
<S>                                                            <C>          <C>
INTEREST INCOME:
    Mortgage loans held for investment                         $ 187,529    $ 196,351
    Securities                                                    35,238       19,628
    Loans held for sale                                           31,113       30,786
    Money market investments                                       8,806       11,306
    Other                                                         25,581        8,289
                                                               ---------    ---------
       Total interest income                                     288,267      266,360
                                                               ---------    ---------

INTEREST EXPENSE:
    Deposits                                                     124,253      115,925
    Notes payable                                                 10,727        7,398
    Long-term debt                                                 8,042        8,043
    Securities sold under agreements to repurchase                 1,857        6,569
    Trading liabilities                                             --             20
                                                               ---------    ---------
       Total interest expense                                    144,879      137,955
                                                               ---------    ---------
Net interest income                                              143,388      128,405
Provision for possible loan losses                                (8,344)      (2,797)
                                                               ---------    ---------
Net interest income after provision for possible loan losses     135,044      125,608
                                                               ---------    ---------

NON-INTEREST INCOME:
    Income from fees and commissions:
       Loan servicing fees                                        32,067       25,569
       Banking services fees and commissions                       9,093        6,969
       Other                                                       2,713        3,045
    Net gain on sale of loans                                     45,989       57,996
    Net gain on securities                                           751          608
    Provision for corporate guarantee                             (3,304)        --
                                                               ---------    ---------
       Total non-interest income                                  87,309       94,187
                                                               ---------    ---------

NON-INTEREST EXPENSE:
    Salaries and benefits                                         51,124       53,455
    Employee Stock Ownership and stock plans expense               3,516        5,256
    Net expense of premises and equipment                         20,534       18,372
    Advertising                                                      764        1,725
    Federal deposit insurance premiums                               627          657
    Other administrative expenses                                 28,155       45,763
    Other real estate owned operating income, net                   (346)      (1,948)
    Goodwill amortization                                         19,892       19,958
    Charitable and educational foundation                           --          1,875
    Restructuring charge and non-recurring personnel expense        --          6,000
                                                               ---------    ---------
       Total non-interest expense                                124,266      151,113
                                                               ---------    ---------

Income before income taxes                                        98,087       68,682
Income taxes                                                      40,216       33,654
                                                               ---------    ---------
Net income                                                     $  57,871    $  35,028
                                                               =========    =========
Basic earnings per share                                       $    0.63    $    0.37
                                                               =========    =========
Diluted earnings per share                                     $    0.63    $    0.36
                                                               =========    =========
</TABLE>

   (SEE ACCOMPANYING NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS)


                                       4
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                  THREE MONTHS ENDED
                                                                                       MARCH 31,
                                                                                 --------------------
                                                                                   2000        1999
                                                                                 --------    --------
                                                                                    (IN THOUSANDS)
<S>                                                                              <C>         <C>
Net income                                                                       $ 57,871    $ 35,028
                                                                                 --------    --------

 Other comprehensive income, before tax:
    Unrealized gain (loss) on securities:
       Unrealized holding gain (loss) arising during period                         1,130      (4,124)
       Less: reclassification adjustment for gains included in net income             751         608
                                                                                 --------    --------
Other comprehensive income, before tax                                                379      (4,732)

Income tax (expense) benefit related to items of other comprehensive income

                                                                                     (115)      2,003
                                                                                 --------    --------

Other comprehensive income, net of tax                                                264      (2,729)
                                                                                 --------    --------

Total comprehensive income, net of tax                                           $ 58,135    $ 32,299
                                                                                 ========    ========
</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)

<TABLE>
<CAPTION>
                                                                THREE MONTHS ENDED
                                                                     MARCH 31,
                                                            --------------------------
                                                                2000          1999
                                                            -----------    -----------
                                                                   (IN THOUSANDS)
<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                                  857,824      1,278,795
Reissuance of treasury stock                                     (1,548)      (428,380)
Amortization of ESOP shares committed to be released              1,656          3,676
Amortization of stock plans shares                                  241             36
Tax benefit for vested stock plans shares                         1,208          1,832
                                                            -----------    -----------
Balance at end of period                                        859,381        855,959
                                                            -----------    -----------

UNALLOCATED ESOP SHARES
Balance at beginning of period                                 (105,097)      (110,101)
Amortization of ESOP shares committed to be released              1,288          1,251
                                                            -----------    -----------
Balance at end of period                                       (103,809)      (108,850)
                                                            -----------    -----------

UNEARNED STOCK PLANS SHARES
Balance at beginning of period                                   (3,288)        (4,459)
Amortization of stock plans shares                                  328            293
                                                            -----------    -----------
Balance at end of period                                         (2,960)        (4,166)
                                                            -----------    -----------

RETAINED EARNINGS
Balance at beginning of period                                1,408,219      1,273,264
Net income                                                       57,871         35,028
Dividends declared                                              (22,890)       (17,924)
                                                            -----------    -----------
Balance at end of period                                      1,443,200      1,290,368
                                                            -----------    -----------

ACCUMULATED OTHER COMPREHENSIVE INCOME, NET
Balance at beginning of period                                  (11,834)         4,699
Net change in accumulated other comprehensive income, net           264         (2,729)
                                                            -----------    -----------
Balance at end of period                                        (11,570)         1,970
                                                            -----------    -----------

TREASURY STOCK, AT COST
Balance at beginning of period                                 (160,265)      (520,725)
Reissuance of treasury stock                                      2,210        481,491
Purchase of treasury stock                                       (8,531)          --
                                                            -----------    -----------
Balance at end of period                                       (166,586)       (39,234)
                                                            -----------    -----------

TOTAL STOCKHOLDERS' EQUITY                                  $ 2,018,759    $ 1,997,150
                                                            ===========    ===========
</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>
                                                                                      THREE MONTHS ENDED
                                                                                           MARCH 31,
                                                                                  --------------------------
                                                                                     2000           1999
                                                                                  -----------    -----------
                                                                                        (IN THOUSANDS)
<S>                                                                               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                        $    57,871    $    35,028
Adjustments to reconcile net income to net cash provided by (used in) operating
    activities:
       Provision for possible loan losses                                               8,344          2,797
       Depreciation and amortization of premises and equipment                          8,376          5,381
       Goodwill amortization                                                           19,892         19,958
       Accretion of discount on securities, net of premium amortization                (1,524)        (2,554)
       Net change in trading assets                                                      (122)          --
       Net change in trading liabilities                                                2,134           --
       Net change in retained interests in securitizations                             35,706         14,887
       ESOP and stock plans expense                                                     3,516          5,256
       Gain on securities transactions                                                   (751)          (608)
       Net change in loans held for sale                                             (488,758)        36,168
       Net gain on sales of other real estate owned                                      (536)        (2,240)
       Capitalization of servicing assets                                             (17,829)       (25,918)
       Amortization of servicing assets                                                10,703         14,843
       Deferred income taxes                                                            7,023          9,820
       Increase in other assets                                                         5,109         16,378
       (Decrease) Increase in other liabilities                                      (312,020)         5,937
       Other, net                                                                         400         (4,252)
                                                                                  -----------    -----------
          Net cash (used in) provided by operating activities                        (662,466)       130,881
                                                                                  -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Loan originations, net of principal repayments                                     26,015         23,560
    Proceeds from sales of other real estate owned                                      2,272          7,120
    Purchases of securities available for sale                                       (439,362)    (1,221,046)
    Purchases of securities held to maturity                                             (130)          --
    Proceeds from maturities of securities available for sale                         342,400      1,146,000
    Proceeds from sales of securities available for sale                               49,738            607
    Principal repayments on securities                                                 50,931         61,841
    Purchase of Federal Home Loan Bank stock                                           (4,493)          --
    Purchases of premises and equipment                                                (5,612)        (3,971)
                                                                                  -----------    -----------
       Net cash provided by investing activities                                       21,759         14,111
                                                                                  -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Net (withdrawals) deposits from depositors' accounts                             (100,765)       235,647
    Borrowing on notes payable                                                           --        2,262,254
    Payments on notes payable                                                            --       (2,177,793)
    Net (decrease) increase on lease payable                                           (1,025)           824
    Payments for cash dividends                                                       (22,890)       (17,924)
    Stock offering                                                                       --           47,351
    Exercise of stock options                                                             662          5,760
    Purchase of treasury stock                                                         (8,531)          --
    Securities sold under agreements to repurchase                                    122,685       (134,074)
    Net increase (decrease) in mortgagors' escrow                                      24,757         (5,367)
                                                                                  -----------    -----------
       Net cash provided by financing activities                                       14,893        216,678
                                                                                  -----------    -----------
Net (decrease) increase in cash and cash equivalents                                 (625,814)       361,670
Cash and cash equivalents at beginning of period                                    1,232,302      1,088,372
                                                                                  -----------    -----------
Cash and cash equivalents at end of period                                        $   606,488    $ 1,450,042
                                                                                  ===========    ===========
NON-CASH ACTIVITIES:
    Additions to other real estate owned, net                                     $    (3,709)   $     2,207
                                                                                  ===========    ===========
    Loans to facilitate sales of other real estate                                $      --      $      --
                                                                                  ===========    ===========
    Unsettled trades                                                              $    (2,256)   $      --
                                                                                  ===========    ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Cash paid for income taxes                                                    $    22,422    $    24,230
                                                                                  ===========    ===========
    Interest paid                                                                 $   131,812    $   134,489
                                                                                  ===========    ===========
</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. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 statement of the Company's interim financial
condition as of the dates indicated and the results of operations for the
periods presented have been included. Certain reclassifications have been made
to the prior period financial statements to conform to the current year
presentation. 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 should be read
in conjunction with the consolidated financial statements and notes included in
the Company's Annual Report to shareholders for the year ended December 31,
1999.

ACCOUNTING FOR LOAN SALES

The Company sells loans both in the whole loan market as well as through various
securitization vehicles.

When the Company sells mortgages or manufactured housing loans on a whole loan
basis, in some cases it retains the servicing rights related to the loans. In
instances where the Company does not retain the servicing rights to the loans,
the gain or loss on the sale is equal to the difference between the proceeds
received and the book basis of the loans sold. In instances where the Company
does retain the servicing rights, the gain or loss also depends in part on the
fair value attributed to the servicing rights.

When the Company securitizes manufactured housing loans and mortgages it may
retain servicing rights and one or more retained interests. In addition, the
Company may provide a corporate guarantee issued by GreenPoint Bank (the "Bank")
and backed by a letter of credit. In calculating the gain or loss on the sale,
the Company allocates the cost basis of the loans sold between the assets sold,
and the retained interests and servicing rights based on their relative fair
values at the date of sale. The liabilities associated with these guarantees are
reported as a component of other liabilities. A gain or loss is recognized as
the difference between the cash proceeds from the sale and the allocated cost
basis of the assets sold, less the estimated fair value of the corporate
guarantee.


                                       8
<PAGE>

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

RETAINED INTERESTS IN SECURITIZATIONS

Retained interests in securitizations include interest-only strips, subordinated
certificates and transferor interests, including overcollateralization accounts.

Retained interests in securitizations are amortized using the interest method.
The Company classifies its retained interests in securitizations as available
for sale and carries these securities at fair value. Unrealized gains and losses
are reported, net of applicable taxes, in accumulated other comprehensive
income, as a separate component of stockholders' equity.

To obtain fair values, quoted market prices are used if available. Because
market quotes are generally not available for retained interests, the Company
generally estimates fair value based upon the present value of estimated
future cash flows using assumptions of prepayments, defaults, loss severity
rates, interest rate spreads, and discount rates that the Company believes
market participants would use for similar assets and liabilities.

SERVICING ASSETS

Servicing assets are carried at the lower of cost or fair value and are
amortized in proportion to and over the period of net servicing income.

The Company stratifies its servicing assets based on the risk characteristics of
the underlying loan pools. Servicing assets are evaluated for impairment based
on the risk characteristics of these pools to determine whether any valuation
allowance is recognized through a charge to current earnings for servicing
assets that have an amortized balance in excess of the current fair value.

The fair value of servicing assets is determined by calculating the present
value of estimated future net servicing cash flows, using assumptions of
prepayments, defaults, servicing costs and discount rates that the Company
believes market participants would use for similar assets.

2. STOCK INCENTIVE PLAN

For the three months ended March 31, 2000, the Company granted options to
purchase 1,977,700 shares of the Company's common stock to certain officers, at
an average exercise price of $21.36. These awards vest over two to three years
on the anniversary dates of the awards.


                                       9
<PAGE>

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

3. LOANS RECEIVABLE HELD FOR SALE

The following table sets forth the composition of the Company's loans receivable
held for sale, at the dates indicated.

<TABLE>
<CAPTION>
                                                            MARCH 31,   DECEMBER 31,
                                                              2000         1999
                                                           ----------   -----------
                                                                  (IN THOUSANDS)
<S>                                                        <C>          <C>
LOANS RECEIVABLE HELD FOR SALE:
    Residential mortgage loans                             $  911,855   $   766,582
    Home equity lines of credit                               264,984        47,551
    Manufactured housing loans                                367,120       265,772
    Manufactured housing land/home loans                      148,913       130,553
    Guaranteed student loans                                    2,794         2,450
    Deferred loan origination fees and unearned discount        1,172        (4,828)
                                                           ----------   -----------
       Loans receivable held for sale                      $1,696,838   $ 1,208,080
                                                           ==========   ===========
</TABLE>


                                       10
<PAGE>

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

4. SECURITIES

Securities held at March 31, 2000 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:
    Agency notes/Asset-backed securities                $     191,514     $         ---      $      (2,822)     $     188,692
    Mortgage-backed securities                                895,688                29            (26,245)           869,472
    Collateralized mortgage obligations                       614,618               ---             (9,674)           604,944
    Trust certificates collateralized by GNMA                  15,771               ---                (39)            15,732
    securities
Commercial paper                                               74,794               ---                ---             74,794
Corporate bonds                                                33,832               ---               (642)            33,190
Tax exempt municipals                                          64,739               ---               (592)            64,147
Corporate asset-backed securities                              25,000               ---                (35)            24,965
Other                                                          90,000               ---                ---             90,000
                                                        -------------     -------------      -------------      -------------
    Total securities available for sale                 $   2,005,956     $          29      $     (40,049)     $   1,965,936
                                                        =============     =============      =============      =============

SECURITIES HELD TO MATURITY
Tax exempt municipals                                   $         530     $          10      $         ---      $         540
Other                                                           1,571               ---                ---              1,571
                                                        -------------     -------------      -------------      -------------
    Total securities held to maturity                   $       2,101     $          10      $         ---      $       2,111
                                                        =============     =============      =============      =============
</TABLE>

Securities held at December 31, 1999 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:
    Agency notes/Asset-backed securities                $     139,804     $         ---      $      (1,708)     $     138,096
    Mortgage-backed securities                                918,116                 2            (23,868)           894,250
    Collateralized mortgage obligations                       589,800                 1             (6,308)           583,493
    Trust certificates collateralized by GNMA                  16,694               ---                (41)            16,653
    securities
Commercial paper                                              169,416               ---                ---            169,416
Corporate bonds                                                33,823               130               (168)            33,785
Tax exempt municipals                                          64,732                25               (660)            64,097
Corporate asset-backed securities                              25,000               ---                (43)            24,957
Other                                                          50,000               ---                ---             50,000
                                                        -------------     -------------      -------------      -------------
    Total securities available for sale                 $   2,007,385     $         158      $     (32,796)     $   1,974,747
                                                        =============     =============      =============      =============

SECURITIES HELD TO MATURITY
Tax exempt municipals                                   $         530     $          11      $         ---      $         541
Other                                                           1,444               ---                ---              1,444
                                                        -------------     -------------      -------------      -------------
    Total securities held to maturity                   $       1,974     $          11      $         ---      $       1,985
                                                        =============     =============      =============      =============
</TABLE>

o    ESTIMATED FAIR VALUES FOR SECURITIES ARE BASED ON PUBLISHED MARKET OR
     SECURITIES DEALERS' ESTIMATED PRICES.
o    DURING THE QUARTER ENDED MARCH 31, 2000, THE COMPANY SOLD $49.0 MILLION
     AVAILABLE FOR SALE SECURITIES RESULTING IN $0.53 MILLION IN GROSS REALIZED
     GAINS AND $0.02 MILLION IN GROSS REALIZED LOSSES.
o    DURING THE QUARTER ENDED MARCH 31, 2000, THE COMPANY SOLD NO TRADING
     ASSETS.
o    THE AVERAGE MATURITIES OF THE SECURITIES AVAILABLE FOR SALE AND HELD TO
     MATURITY AT MARCH 31, 2000 ARE APPROXIMATELY 18.7 AND 7.0 YEARS,
     RESPECTIVELY. THERE WERE NO TRADING SECURITIES AT MARCH 31, 2000.
o    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 6.0 YEARS.


                                       11
<PAGE>

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

5. RETAINED INTERESTS IN SECURITIZATIONS AND SERVICING ASSETS

SECURITIZATIONS

During the quarters ended March 31, 2000 and 1999, GreenPoint sold $590.0
million and $821.0 million of manufactured housing loans in two securitization
transactions each year for gains of $22.2 million and $19.3 million,
respectively. GreenPoint receives annual servicing fees approximating 1.0% for
manufactured housing loans and rights to future cash flows arising after the
investors in the securitization trusts receive the return for which they are
contracted.

The significant assumptions used in calculating the gain on sale were as
follows:

<TABLE>
<CAPTION>
                                                   QUARTER ENDED
                                                   MARCH 31, 2000
                                                --------------------
                                                    MANUFACTURED
                                                      HOUSING
                                                --------------------
<S>                                                     <C>
Weighted average prepayment rate (1)                    12.0%
Weighted average life (in years)                         5.0
Weighted average default rate                            3.8%
Loss severity rate                                      56.9%
Asset cash flows discounted at                          14.0%
Liability cash flows discounted at                       7.0%
</TABLE>

(1) EXCLUDES WEIGHTED AVERAGE DEFAULT RATE.

GreenPoint did not securitize any home equity or second mortgage loans during
the first quarter of 2000 and 1999. The draws on previously securitized home
equity lines of credit and sales of additional mortgage loans into
securitization trusts totaled $53.5 million and $115.8 million, resulting in
gains of $1.8 million and $0.7 million during the quarters ended March 31, 2000
and 1999, respectively. GreenPoint receives annual servicing fees approximating
0.5% of the principal balances for these mortgage loans and rights to future
cash flows arising after the investors in the securitization trusts receive the
return for which they are contracted.

The investors and the securitization trusts have no recourse to GreenPoint's
other assets for failure of debtors to pay when due, except for the
interest-only strip related to both mortgage and manufactured housing
securitizations and the liability under the corporate guarantee related to the
manufactured housing securitizations. GreenPoint has issued corporate guarantees
with respect to securitized manufactured housing loans with principal balances
of $3.5 billion at March 31, 2000. The maximum amount of recourse exposure under
these corporate guarantees amounts to $480.2 million and $397.9 million as of
March 31, 2000 and December 31, 1999, respectively. GreenPoint has established a
liability for these corporate guarantees of $24.6 million and $21.6 million as
of March 31, 2000 and December 31, 1999, respectively.



                                       12
<PAGE>

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

WHOLE LOAN SALES

During the quarters ended March 31, 2000 and 1999, GreenPoint sold as whole
loans certain mortgage loans with principal balances of $1.2 billion and $2.3
billion, respectively, for pre-tax gains of $22.0 million and $38.0 million,
respectively. GreenPoint retained servicing rights and provided limited recourse
on some of the mortgage loans sold.

At March 31, 2000, GreenPoint has provided limited recourse on mortgage loans
and recourse on manufactured housing loans with remaining principal balances
of $639.5 million and $346.8 million, respectively. GreenPoint has also
provided representations and warranties on mortgage and manufactured housing
loans with remaining principal balances of $4.3 billion and $346.8 million,
respectively. At March 31, 2000, GreenPoint has established liabilities
related to recourse and representations and warranties for mortgage and
manufactured housing loans of $6.3 million and $10.9 million, respectively.

RETAINED INTERESTS IN SECURITIZATIONS

The entire portfolio of retained interests in securitizations is summarized
as follows:

<TABLE>
<CAPTION>
                                                                MARCH 31, 2000
                                       ------------------------------------------------------------------
                                         MANUFACTURED
                                            HOUSING               MORTGAGE (1)               TOTAL
                                       ------------------      ------------------      ------------------
                                                                (IN THOUSANDS)
<S>                                    <C>                     <C>                     <C>
Subordinated certificates              $              ---      $            5,318      $            5,318
Interest-only strip                                14,726                  29,438                  44,164
Transferor interest (2)                               ---                  48,865                  48,865
                                       ------------------      ------------------      ------------------
                                       $           14,726      $           83,621      $           98,347
                                       ==================      ==================      ==================

<CAPTION>
                                                               DECEMBER 31, 1999
                                       ------------------------------------------------------------------
                                         MANUFACTURED
                                            HOUSING               MORTGAGE (1)               TOTAL
                                       ------------------      ------------------      ------------------
                                                                (IN THOUSANDS)
<S>                                    <C>                     <C>                     <C>
Subordinated certificates              $           40,441      $            5,111      $           45,552
Interest-only strip                                12,229                  20,924                  33,153
Transferor interest (2)                               ---                  45,851                  45,851
                                       ------------------      ------------------      ------------------
                                       $           52,670      $           71,886      $          124,556
                                       ==================      ==================      ==================
</TABLE>

(1) RETAINED INTERESTS ARE FROM HOME EQUITY, FIRST AND SECOND MORTGAGE
    SECURITIZATIONS.
(2) INCLUDES OVERCOLLATERALIZATION ACCOUNTS.




                                       13
<PAGE>

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

SERVICING ASSETS

On a quarterly basis, GreenPoint reviews capitalized servicing rights for
impairment. This review is performed based on risk strata, which are determined
on a disaggregate basis given the predominant risk characteristics of the
underlying loans. For manufactured housing loans, the predominant risk
characteristics are loan type and interest rate type. For mortgage loans, the
predominant risk characteristics are loan type and interest rate. At March 31,
2000 and December 31, 1999, there were no valuation allowances on any of the
servicing rights risk strata.

Servicing assets relating to the entire servicing portfolio is summarized as
follows:

<TABLE>
<CAPTION>
                                                     MARCH 31,         DECEMBER 31,
                                                       2000               1999
                                                     --------           --------
                                                          (IN THOUSANDS)
<S>                                                  <C>                <C>
Manufactured housing                                 $130,244           $126,325
Mortgage                                               57,511             54,304
                                                     --------           --------
                                                     $187,755           $180,629
                                                     ========           ========
</TABLE>

During the quarter ended March 31, 2000, GreenPoint capitalized servicing
rights of $6.3 million and $11.5 million for mortgage and manufactured
housing loans, respectively. The significant assumptions used in estimating
the fair value of the servicing assets capitalized in the quarter ended
March 31, 2000 were as follows:

<TABLE>
<CAPTION>
                                                         QUARTER ENDED MARCH 31, 2000
                                                         ----------------------------
                                                           MANUFACTURED
                                                              HOUSING       MORTGAGE
                                                         ---------------   ----------
<S>                                                            <C>           <C>
Weighted average prepayment rate (1)                           12.0%         13.7%
Weighted average life (in years)                                5.0           7.7
Weighted average default rate                                   3.8%          3.1%
Cash flows discounted at                                       14.0%          9.4%
</TABLE>

(1) EXCLUDES WEIGHTED AVERAGE DEFAULT RATE


                                       14
<PAGE>

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

6. BUSINESS SEGMENTS

The Company consists of three domestic business segments offering unique
products and services. The Mortgage Banking segment is in the business of
originating, selling, securitizing and servicing residential mortgage loans. The
Company has historically funded its mortgage portfolio with consumer deposits
raised through its Consumer Banking operations. The Consumer Banking segment
consists of 73 full service banking offices offering a variety of financial
services to the Greater New York City area. The Manufactured Housing segment
primarily originates, securitizes and services manufactured housing loans.

The accounting policies of the segments are the same as described in Note 1
"Summary of Significant Accounting Policies." The Company evaluates the
performance of its business segments based on income before income taxes.
Expenses under the direct control of each business segment and the expense of
premises and equipment incurred to support business operations are allocated
accordingly, by segment. The expenses relating to the executive, strategic
planning, information systems personnel, finance, audit and human resources
functions of the Company are not allocated to individual operating segments.

<TABLE>
<CAPTION>
                                                             QUARTER ENDED MARCH 31, 2000
                                  -----------------------------------------------------------------------------------
                                                              MANUFACTURED    SEGMENT                     CONSOLIDATED
                                   MORTGAGE       CONSUMER      HOUSING       TOTALS       OTHER (1)         TOTALS
                                  -----------    -----------   ----------   -----------   -----------     -----------
                                                                     (IN THOUSANDS)
<S>                               <C>            <C>           <C>          <C>           <C>             <C>
Net interest income               $    58,333    $    57,349   $   11,265   $   126,947   $    16,441     $   143,388
Income from fees and                      (14)         9,320        2,482        11,788            18          11,806
   commissions
Loan servicing fees                     5,002           --         27,065        32,067          --            32,067
Net gain on sales of loans             23,812              7       22,170        45,989          --            45,989
Depreciation and amortization           4,056         12,428        8,876        25,360         2,908          28,268
Segment income (loss) before           71,888         33,978       17,247       123,113       (25,026)         98,087
   taxes
Other significant non-cash
   items:
   ESOP and stock plans expense           974            992          942         2,908           608           3,516
Total assets                      $ 9,994,550    $11,949,951   $1,700,926   $23,645,427   $(8,469,672)(2) $15,175,755
</TABLE>

<TABLE>
<CAPTION>
                                                             QUARTER ENDED MARCH 31, 1999
                                  -----------------------------------------------------------------------------------
                                                              MANUFACTURED    SEGMENT                     CONSOLIDATED
                                   MORTGAGE       CONSUMER      HOUSING       TOTALS       OTHER (1)         TOTALS
                                  -----------    -----------   ----------   -----------   -----------     -----------
                                                                     (IN THOUSANDS)
<S>                               <C>            <C>           <C>          <C>           <C>             <C>
Net interest income               $    68,401    $    50,603   $    5,415   $   124,419   $     3,986     $   128,405
Income from fees and                    1,528          6,967        2,163        10,658          (644)         10,014
   commissions
Loan servicing fees                     3,299           --         22,270        25,569          --            25,569
Net gain on sales of loans             38,665             35       19,296        57,996          --            57,996
Depreciation and amortization           3,041         12,363        9,040        24,444           252          24,696
Segment income (loss) before           61,474         25,550       10,381        97,405       (28,723)         68,682
   taxes
Other significant non-cash
   items:
   ESOP and stock plans expense         1,149          1,175        1,982         4,306           950           5,256
Total assets                      $10,351,300    $11,866,663   $1,287,738   $23,505,701   $(8,239,773)(2) $15,265,928
</TABLE>

(1)  REPRESENTS UNALLOCATED CORPORATE AMOUNTS.
(2)  FOR THE PURPOSE OF INTERNAL MANAGEMENT REPORTING, THE COMPANY RECORDS
     INTERSEGMENT FUNDS TRANSFERS AND ELIMINATES THESE TRANSFERS ON A
     CONSOLIDATED BASIS FOR GAAP REPORTING. INTERSEGMENT ASSETS AND LIABILITIES
     ELIMINATED FOR CONSOLIDATION PURPOSES WERE $8.5 BILLION AND $8.2 BILLION
     FOR THE QUARTERS ENDED MARCH 31, 2000 AND 1999, RESPECTIVELY. NET INTEREST
     INCOME CORRESPONDING TO THE ASSUMED FUNDS TRANSFERS IS ALLOCATED
     ACCORDINGLY.


                                       15
<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 Derivative
and Hedging Activities ("SFAS 133"). As amended, SFAS 133 is effective for all
fiscal years beginning after June 15, 2000 (January 1, 2001 for the Company).
SFAS 133 requires that all derivative instruments be recorded on the balance
sheet at fair value. Changes in the fair value of derivatives are recorded in
each period in current earnings or 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 is in the process of
assessing the impact of the adoption of SFAS 133 on the Company's earnings and
financial position.

8. STOCK REPURCHASE PROGRAM

In March 2000, the Company's Board of Directors authorized a new share
repurchase program of up to 5%, or approximately 5.2 million, of its outstanding
shares. The repurchase will be at the Company's discretion, based on ongoing
assessments of the capital needs of the business and the market valuation of its
stock.

9. RESTRUCTURING RESERVE AND NON-RECURRING PERSONNEL EXPENSE

The Company recorded a $6.0 million restructuring charge in the first quarter of
1999 pertaining to the integration of Headlands Mortgage Company and GreenPoint
Mortgage Corp. The restructuring charge included accruals related to the
estimated severance expenses to be incurred. During the first quarter of 2000,
the Company reevaluated the remaining restructuring liability of $2.6 million.
Most of the actions under this plan are completed or near completion and have
resulted in expenses being less than originally anticipated. As a result, the
Company recognized a restructuring credit of $1.4 million during the first
quarter of 2000.

For the quarter ended March 31, 2000 the Company recorded a new restructuring
charge of $1.4 million that will be utilized to absorb severance expenses
pertaining to further integration of GreenPoint Mortgage Funding Corp. and
GreenPoint Credit.

The Company expects to have these restructuring programs completed in 2000.


                                       16
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                  QUARTER ENDED
                                     -----------------------------------------------------------------------
                                      MARCH 31,      DEC. 31,       SEPT. 30,      JUNE 30,       MARCH 31,
                                        2000           1999           1999           1999           1999
                                     -----------    -----------    -----------    -----------    -----------
<S>                                        <C>            <C>            <C>            <C>            <C>
PERFORMANCE RATIOS (ANNUALIZED)
   Core cash earnings return on
     average assets (1)                     2.14%          2.16%          2.28%          2.31%          2.21%
   Core cash earnings return on
     average equity (1)                    16.33          16.34          16.98          17.02          16.98
   Core cash earnings return on
     tangible equity (1)                   30.14          30.47          32.04          33.46          35.12
   Core return on average assets (1)        1.53           1.53           1.63           1.62           1.54
   Core return on average equity (1)       11.63          11.57          12.12          11.95          11.81
   Net interest margin                      4.21           4.02           4.13           4.10           3.83
   Net interest spread during               3.80           3.63           3.75           3.75           3.51
     period
   Operating expense to average             2.76           2.71           2.90           2.94           2.82
     assets (4)
   Efficiency ratio (5)                     45.4           45.2           47.0           47.3           47.4
   Average interest-earning assets
     to average interest-bearing           1.10x          1.09x          1.10x          1.09x          1.08x
     liabilities

REGULATORY CAPITAL RATIOS:
Company:
   Leverage capital (6)                     9.06%          8.64%          9.27%          9.04%          8.48%
   Risk-based capital (6):
     Tier I                                10.44          10.77          12.38          12.21          12.68
     Total                                 11.36          11.75          13.44          13.27          13.90
Bank:
   Leverage capital (6)                     8.98           8.32           8.17           7.80           7.08
   Risk-based capital (6):
     Tier I                                10.35          10.37          10.89          10.48          10.58
     Total                                 11.27          11.35          11.95          11.55          11.81

PER SHARE DATA:
   Core cash earnings (1)*           $      0.88    $      0.87    $      0.88    $      0.87    $      0.86
   Common book value**                     21.87          21.40          21.26          20.75          20.39
   Tangible common book value**            11.88          11.26          11.45          10.74          10.17

   Shares used in
     calculations -  (In
     thousands):
   * Average                              92,479         94,960         98,112         98,189         96,372
   ** Period - end                        92,310         92,830         98,035         98,129         97,969
      Total                              103,832        104,203        109,469        109,027        108,909

ASSET QUALITY RATIOS:
   Non-performing loans to total
     loans held for investment              2.16%          2.36%          2.43%          2.72%          2.97%
   Non-performing assets to total           1.39           1.47           1.55           1.76           1.88
   assets

ALLOWANCE FOR POSSIBLE LOAN LOSSES
TO:
   Non-performing loans                    56.40          51.47          48.13          44.65          40.60
   Total loans held for investment          1.22           1.21           1.17           1.21           1.21

EARNINGS TO COMBINED FIXED CHARGES
   AND PREFERRED STOCK DIVIDENDS
   (7):
   Excluding interest on deposits         11.11x         10.76x         11.33x         11.02x          7.94x
   Including interest on deposits          1.73x          1.73x          1.78x          1.78x          1.55x
</TABLE>

(1)  Excludes Headlands acquisition expense, restructuring charge and
     non-recurring personnel expense, one-time charitable foundation expense
     and gain on sale of a lease.
(2)  Excludes goodwill expense, ORE income, Headlands acquisition expense,
     non-recurring personnel expense, restructuring charge and one-time
     charitable foundation expense .
(3)  The efficiency ratio is calculated by dividing operating expense by the sum
     of net interest income and non-interest income, excluding pre-tax gain
     on sale of a lease.
(4)  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.


                                       17
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)

1. GENERAL

GreenPoint Financial Corp. (the "Company" or "GreenPoint") is a leading national
specialty housing finance company with three principal businesses. GreenPoint
Mortgage ("GPM"), a national mortgage banking company headquartered in Larkspur,
California, is the leading national lender in no documentation ("NoDoc") and
alternative A ("Alt A") residential mortgages. GreenPoint Credit LLC
("GreenPoint Credit"), headquartered in San Diego, California, is the second
largest lender nationally in the manufactured housing finance industry.
GreenPoint Bank (the "Bank"), a New York State chartered savings bank, has $11
billion in deposits in 73 branches serving more than 400,000 households in the
Greater New York City area.

FORWARD LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains certain forward-looking statements,
which are based on management's current expectations. These forward-looking
statements include information concerning possible or assumed future results of
operations and business plans, including those relating to earnings growth (on
both a GAAP and cash basis); revenue growth; origination volume in both the
Company's mortgage and manufactured housing finance businesses; tangible capital
generation; market share; expense levels; and other business operations and
strategies. For these statements, GreenPoint claims the protection of the safe
harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995 to the extent provided by applicable law.
Forward-looking statements involve inherent risks and uncertainties. We caution
you that a number of important factors could cause actual results to differ
materially from those contained in any forward-looking statement. Such factors
include, but are not limited to: risks and uncertainties related to acquisitions
and related integration activities; prevailing economic conditions; changes in
interest rates, loan demand, real estate values, and competition, which can
materially affect origination levels in the Company's mortgage and manufactured
housing finance businesses; the level of defaults and prepayments on loans made
by the Company and each of its affiliates; changes in accounting principles,
policies, and guidelines; adverse changes or conditions in capital or financial
markets which could adversely affect the ability of the Company to sell or
securitize mortgage and manufactured housing originations on a timely basis or
at prices which are acceptable to the Company; changes in any applicable law,
rule, regulation or practice with respect to tax or legal issues; and other
economic, competitive, governmental, regulatory, and technological factors
affecting the Company's operations, pricing, products, and services. The
forward-looking statements are made as of the date of this report, and the
Company assumes no obligation to update the forward-looking statements or to
update the reasons why actual results could differ from those projected in the
forward-looking statements.


                                       18
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                ITEM - 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)

The Company 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 activities.

2. OPERATING RESULTS

The first quarter's results include the following:

o     Net income was $57.9 million, an increase of 65% over the first quarter of
      1999. Net income per diluted share was $0.63 for the quarter, an increase
      of 75% over the first quarter of 1999.

o     Total loan originations for the first quarter of 2000 were $2.7 billion, a
      decrease of 29% from the first quarter of 1999, and a decrease of 6%
      compared to the prior quarter. Mortgage originations for the same period
      were $2.0 billion, a decrease of 36% from the first quarter of 1999, and a
      decrease of 9% from the fourth quarter of 1999. Manufactured housing loan
      originations were $731 million, an increase of 1% from the fourth quarter
      of 1999 and 2% from a year ago.

o     GreenPoint Credit recorded a gain of $22.2 million from a securitization
      of $590 million of fixed and variable rate manufactured housing loans.

o     GPM sold certain whole loan mortgages of $1.2 billion, recording a gain of
      $22 million. Draws on previously securitized home equity lines of credit
      totaling $53.5 million resulted in a gain of $1.8 million.

o     Asset quality improved further in the mortgage portfolio, and the
      credit performance of manufactured housing loans in the portfolio and
      securitizations met expectations. Non-performing mortgage loans decreased
      28% to $200.3 million, and total non-performing assets decreased 27% to
      $210.2 million at March 31, 2000.

The March 31, 1999 quarterly results include the recognition of non-recurring
expenses of $27.6 million related to the acquisition of Headlands Mortgage
Company ("Headlands") and include a one-time restructuring charge related to
severance.


                                       19
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                ITEM 2 - 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 exclude certain non-cash
charges related to goodwill and the Employee Stock Ownership Plan ("ESOP"). The
non-cash expenses, unlike GreenPoint's other expenses incurred by the Company,
do not reduce GreenPoint's tangible capital thereby enabling the Company to
increase shareholder value through the growth of earning assets and increases in
cash dividends and additional repurchases of the Company's stock.

<TABLE>
<CAPTION>
                                                          QUARTER ENDED
                                                 -------------------------------
                                                MARCH 31,   DEC. 31,    MARCH 31,
                                                  2000        1999        1999
                                                 -------    --------     -------
<S>                                              <C>        <C>          <C>
                                             (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

Net income                                       $57,871    $ 58,940     $35,028
Non-recurring items, net of tax (1)                 --          (440)     22,503
                                                 -------    --------     -------
Core net income                                   57,871      58,500      57,531
Add back:
   Goodwill amortization                          19,892      19,898      19,958
   Employee Stock Ownership and stock
     plans expense                                 3,516       4,245       5,256

                                                 -------    --------     -------
Core cash earnings                               $81,279    $ 82,643     $82,745
                                                 =======    ========     =======

Core cash earnings per share (2)                 $  0.88    $   0.87     $  0.86
                                                 =======    ========     =======
</TABLE>

(1)  NON-RECURRING ITEMS INCLUDE HEADLANDS ACQUISITION EXPENSE, RESTRUCTURING
     CHARGE AND NON-RECURRING PERSONNEL EXPENSE, GAIN ON SALE OF A LEASE AND ONE
     TIME CHARITABLE FOUNDATION EXPENSE.

(2)  BASED ON THE WEIGHTED AVERAGE SHARES USED TO CALCULATE DILUTED EARNINGS PER
     SHARE.


                                       20
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)

NET INTEREST INCOME

Net interest income on a tax-equivalent basis increased by $15.7 million,
or 12%, over the first quarter of 1999. The improvement was due to an
increase in interest earning assets, a change in the mix of those assets and
an increase in the interest rate spread from 3.51% to 3.80%.

The increase in average earning assets of $345 million was attributed to
growth in investment securities (primarily mortgage-backed securities and
collateralized mortgage obligations) which was partially funded by a decline
in shorter-term money market investments. The average balance of loans held
for investment (both mortgage and manufactured housing) was essentially
unchanged from the 1999 first quarter. The yield on earning assets increased
to 8.45% from 8% in the first quarter of 1999 due to higher market interest
rates and the change in the shift to higher-yielding, longer-term earning
assets.

The cost of interest-bearing liabilities increased only 16 basis points
during this period from 4.49% to 4.65%. The increase reflects the rise in
market interest rates which was somewhat mitigated by a minimal increase in
the rates paid on savings, money market and variable rate savings deposits.
The growth in net interest income was also the result of a growing deposit
base as average deposits increased $148 million from the first quarter of
1999 to the first quarter of 2000.

                                       21
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                ITEM 2 - 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 March 31, 2000 and 1999, 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
                                          ------------------------------------------------------------------------------------
                                                       MARCH 31, 2000                             MARCH 31, 1999
                                          -----------------------------------------  -----------------------------------------
                                                                          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 held for investment (2)  $   8,671,800    $   187,529     8.65%     $   9,240,098    $   196,351    8.50%
   Other loans (2)                               636,254         16,147    10.15            119,195          2,378    7.98
   Loans held for sale                         1,418,739         31,113     8.77          1,350,467         30,711    9.10
   Money market investments (3)                  598,426          8,810     5.92            931,555         11,309    4.92
   Securities (4)                              2,079,248         36,105     6.94          1,379,953         19,932    5.77
   Trading assets                                    ---            ---      ---              1,360             18    5.30
   Other interest-earning assets                 338,576         10,550    12.53            375,318          6,976    7.54
                                          ---------------  -------------             ---------------  -------------
     Total interest-earning assets            13,743,043        290,254     8.45         13,397,946        267,675    8.00
                                                           -------------                              -------------
Non-interest earning assets (5)                1,425,770                                  1,572,293
                                          ---------------                            ---------------
     Total assets                          $  15,168,813                              $  14,970,239
                                          ===============                            ===============

Liabilities and Stockholders' Equity:
Interest-bearing liabilities:
   Savings                                 $   1,355,757          7,283     2.16      $   1,526,083          8,295    2.20
   N.O.W.                                        296,687            725     0.98            321,334            775    0.98
   Money market and variable rate savings      2,443,575         20,370     3.35          2,355,969         19,133    3.29
   Term certificates of deposit                7,132,693         95,422     5.38          6,859,810         87,365    5.17
   Mortgagors' escrow                            102,494            455     1.79            120,709            357    1.20
   Trading liabilities                               ---            ---      ---              1,656             20    4.90
   Notes payable and other borrowings            688,540         11,033     6.39            543,185          7,398    5.52
   Securities sold under agreements to
    repurchase                                   111,939          1,549     5.57            318,499          6,569    8.36
   Long term debt                                199,909          3,468     6.94            199,872          3,468    6.94
   Guaranteed preferred beneficial
    interest in Company's junior                 199,741          4,574     9.16            199,732          4,575    9.16
    subordinated debentures
                                          ---------------  -------------             ---------------  -------------
     Total interest-bearing liabilities       12,531,335        144,879     4.65         12,446,849        137,955    4.49
                                                           -------------                              -------------
Other liabilities (6)                            646,529                                    574,572
                                          ---------------                            ---------------
     Total liabilities                        13,177,864                                 13,021,421
Stockholders' equity                           1,990,949                                  1,948,818
                                          ---------------                            ---------------
     Total liabilities and stockholders'
       equity                             $   15,168,813                              $  14,970,239
                                          ===============                            ===============

Net interest income/interest rate spread (7)                $   145,375     3.80%                      $   129,720    3.51%
                                                           =============  =========                   =============  =========
Net interest=earning assets/net interest
   margin (8)                              $   1,211,708                    4.21%     $     951,097                   3.83%
                                          ===============                 =========  ===============                 =========
Ratio of interest-earning assets to
   interest-earning liabilities                   1.10 x                                     1.08 x
                                          ===============                            ===============
</TABLE>

(1)  NET INTEREST INCOME IS CALCULATED ON A TAXABLE-EQUIVALENT BASIS.
(2)  IN COMPUTING THE AVERAGE BALANCES AND AVERAGE YIELD ON LOANS, NON-ACCRUING
     LOANS 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.


                                       22
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                ITEM 2 - 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 MARCH 31, 2000
                                                          COMPARED TO
                                                  QUARTER ENDED MARCH 31, 1999
                                                       INCREASE/(DECREASE)
                                           -----------------------------------------
                                                    DUE TO
                                           --------------------------
                                              AVERAGE       AVERAGE        NET
                                              VOLUME         RATE         CHANGE
                                           ------------  ------------  -------------
                                                        (IN THOUSANDS)
<S>                                        <C>            <C>           <C>
Interest-earning assets:
   Mortgage loans held for investment (1)  $   (12,242)   $    3,420    $    (8,822)
   Other loans (1)                              12,956           813         13,769
   Loans held for sale                           1,520        (1,118)           402
   Money market investments (2)                 (4,583)        2,084         (2,499)
   Securities                                   11,561         4,612         16,173
   Trading assets                                  (18)          ---            (18)
   Other interest-earning assets                  (741)        4,315          3,574
                                           ------------  ------------  -------------
     Total interest earned on assets             8,453        14,126         22,579
                                           ------------  ------------  -------------

Interest-bearing liabilities:
   Savings                                        (916)          (96)        (1,012)
   N.O.W.                                          (60)           10            (50)
   Money market and variable rate savings          722           515          1,237
   Term certificate of deposit                   3,553         4,504          8,057
   Mortgagors' escrow                              (60)          158             98
   Trading liabilities                             (20)           --            (20)
   Notes payable and other borrowings            2,190         1,445          3,635
   Securities sold under agreements to
    repurchase                                  (3,330)       (1,690)        (5,020)
   Long term debt                                   --            --             --
   Guaranteed preferred beneficial
    interest in Company's junior
    subordinated debentures                         --            (1)            (1)
                                           ------------  ------------  -------------
     Total interest paid on liabilities          2,079         4,845          6,924
                                           ------------  ------------  -------------

Net change in net interest income          $     6,374    $    9,281    $    15,655
                                           ============  ============  =============
</TABLE>

(1)  IN COMPUTING THE VOLUME AND RATE COMPONENTS OF NET INTEREST INCOME FOR
     LOANS, NON-ACCRUAL LOANS HAVE BEEN INCLUDED.
(2)  INCLUDES INTEREST-BEARING DEPOSITS IN OTHER BANKS, FEDERAL FUNDS SOLD AND
     SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL.


                                       23
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)

PROVISION FOR POSSIBLE LOAN LOSSES

The provision for loan losses increased by $5.5 million, to $8.3 million for
the first quarter of 2000, from $2.8 million for the comparable 1999 period.
The increase is primarily attributable to charge-offs on the $604 million of
manufactured housing loans that were retained during the third quarter of
1999. Charge-offs for the quarter on the residential mortgage portfolio were
flat versus a year ago. The provision equaled net charge-offs for the quarter.

NON-INTEREST INCOME

Non-interest income was $87.3 million, a decrease of 7% versus the comparable
1999 period. The decrease for the quarter is a result of a decline in the net
gain on sale of whole loan mortgages of $16.0 million and an increase in the
provision for corporate guarantee of $3.3 million, partially offset by an
increase in the gain on mortgage and manufactured housing securitizations of
$4.0 million and increases in loan servicing fees and banking services fees and
commissions of $6.5 million and $2.1 million, respectively.

The decrease in gain on sale of mortgage loans is primarily due to lower
origination volume for the quarter versus a year ago, due to a rising interest
rate environment. The increase in gain on securitizations is a result of a
higher margin being earned on the variable rate manufactured housing
securitizations. Loan servicing fees increased as a result of an increase in the
servicing rights portfolio on GreenPoint Credit. The improvement in banking fees
is primarily due to increased annuity sales and consumer fees.

NON-INTEREST EXPENSE

Total non-interest expense was $124.3 million for the quarter, a decrease of
$26.8 million or 18% from the comparable 1999 period. The decrease is
primarily attributable to non-recurring expenses of $27.6 million incurred by
the Company relating to its acquisition of Headlands on March 30, 1999.
Excluding the non-recurring acquisition expense, total non-interest expense
was essentially unchanged reflecting the Company's continued emphasis on
tight expense controls.

The non-recurring acquisition expenses incurred in the first quarter of 1999
included $10.2 million in transaction fees, $1.9 million in stock option
acceleration expense, a $2.5 million increase in the recourse reserve for
sold loans, and a $5.0 million contingent liability reserve. The charges also
included $2.0 million in relocation expense and $6.0 million in restructuring
charges for severance expense related to the integration of Headlands and
GreenPoint Mortgage.

                                       24
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)

INCOME TAX EXPENSE

Total income tax expense increased $6.6 million, or 19%, to $40.2 million,
from $33.6 million for the comparable period of 1999. The rise in the current
quarter compared to 1999 was due to a $29.4 million increase in income
before income taxes partially offset by a decline in the effective tax rate
from 49.0% in the 1999 quarter to 41.0% in the 2000 quarter. The relatively
high effective tax rate reported in the first quarter of 1999 was due to
non-recurring charges, which included expenses of approximately $14.1 million
for which no tax benefit was recognized.

NON-PERFORMING ASSETS

The Company's asset quality improved during the three months ended March 31,
2000, as non-performing assets decreased by 7%. The ratio of non-performing
loans to mortgage loans held for investment fell to 2.32% at March 31, 2000 from
2.54% at December 31, 1999 while the ratio of non-performing assets to total
assets fell to 1.39% at March 31, 2000 from 1.47% at December 31, 1999.

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

<TABLE>
<CAPTION>
                                                        MARCH 31,      DECEMBER 31,
                                                          2000            1999
                                                        --------        --------
                                                             (IN THOUSANDS)
<S>                                                     <C>             <C>
Mortgage loans secured by:
   Residential one-to four-family                       $161,292        $172,975
   Residential multi-family                               19,927          24,144
   Commercial property                                    18,935          22,240
Other loans                                                  185             171
                                                        --------        --------
Total non-performing loans (1)                           200,339         219,530
                                                        --------        --------
Total other real estate owned, net                         9,878           7,544
                                                        --------        --------
   Total non-performing assets                          $210,217        $227,074
                                                        ========        ========
</TABLE>

(1) INCLUDES $4.3 MILLION AND $5.9 MILLION OF NON-ACCRUAL MORTGAGE LOANS UNDER
    90 DAYS PAST DUE AT MARCH 31, 2000 AND DECEMBER 31, 1999, RESPECTIVELY.


                                       25
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)

ALLOWANCE FOR POSSIBLE LOAN LOSSES

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

<TABLE>
<CAPTION>
                                                            QUARTER ENDED
                                                              MARCH 31,
                                                    ---------------------------
                                                      2000              1999
                                                    ---------         ---------
                                                          (IN THOUSANDS)
<S>                                                 <C>               <C>
Balance at beginning of period                      $ 113,000         $ 113,000
Provision charged to income                             8,344             2,797
Charge-offs:
    Residential mortgage                               (1,962)           (2,098)
    Manufactured housing                               (6,423)             (813)
                                                    ---------         ---------
Total Charge-offs                                      (8,385)           (2,911)
                                                    ---------         ---------
Recoveries:
    Residential mortgage                                   41               114
    Manufactured housing                                 --                --
                                                    ---------         ---------
Total Recoveries                                           41               114
                                                    ---------         ---------
Balance at end of period                            $ 113,000         $ 113,000
                                                    =========         =========
</TABLE>

CAPITAL RATIOS

The Company's ratio of period-end stockholders' equity to ending total assets at
March 31, 2000 was 13.30% compared to 12.90% at December 31, 1999.

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 March 31, 2000, that the Company and
the Bank meet all capital adequacy requirements to which it is subject.


                                       26
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)

As of March 31, 2000, 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
                                                       --------------------------------    --------------------------------
                                                           AMOUNT            RATIO             AMOUNT            RATIO
                                                       --------------    --------------    --------------    --------------
                                                                                  (IN MILLIONS)
<S>                                                       <C>                <C>                <C>                <C>
AS OF MARCH 31, 2000
Total Capital (to Risk Weighted Assets):
    Company                                               $ 1,402.5          11.36%             $ 987.7            8.00%
    Bank                                                    1,390.0          11.27                987.1            8.00
Tier 1 Capital (to Risk Weighted Assets):
    Company                                               $ 1,289.5          10.44%             $ 493.9            4.00%
    Bank                                                    1,277.0          10.35                493.6            4.00
Tier 1 Capital (to Average Assets):
    Company                                               $ 1,289.5           9.06%             $ 569.6            4.00%
    Bank                                                    1,277.0           8.98                569.1            4.00
</TABLE>

<TABLE>
<CAPTION>
                                                                                                  REQUIRED FOR CAPITAL
                                                                   ACTUAL                          ADEQUACY PURPOSES
                                                       --------------------------------    --------------------------------
                                                           AMOUNT             RATIO            AMOUNT            RATIO
                                                       --------------    --------------    --------------    --------------
                                                                                  (IN MILLIONS)
<S>                                                      <C>                  <C>               <C>               <C>
AS OF DECEMBER 31, 1999
Total Capital (to Risk Weighted Assets):
    Company                                              $ 1,351.4            11.75%            $ 920.0           8.00%
    Bank                                                   1,305.1            11.35               919.6           8.00
Tier 1 Capital (to Risk Weighted Assets):
    Company                                              $ 1,238.4            10.77%            $ 460.0           4.00%
    Bank                                                   1,192.1            10.37               459.8           4.00
Tier 1 Capital (to Average Assets):
    Company                                              $ 1,238.4             8.64%            $ 573.6           4.00%
    Bank                                                   1,192.1             8.32               573.3           4.00
</TABLE>


                                       27
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
           FINANCIAL CONDITION AND RESULTS OF OPERATIONS - (CONTINUED)

IMPACT OF THE YEAR 2000

As of the date of this quarterly report, the Company has not experienced any
disruption of operations or other material adverse consequences as a result of
its computers or those of its suppliers and service providers turning the
calendar to the Year 2000. The Company does not expect to experience such
disruptions or material adverse consequences in the future. The total cost of
the Year 2000 project was not material to the Company's financial statements and
was expensed as incurred.


                                       28
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE
                                ABOUT MARKET RISK

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 loans do not match those of its 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 chaired by the Chief
Financial Officer, and includes the Treasurer, the Head of Risk Management 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
counter-parties 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
lending 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 and manufactured housing 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 table; 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.


                                       29
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE
                         ABOUT MARKET RISK - (CONTINUED)

The use of interest rate instruments such as interest rate swaps is integrated
into the Company's interest rate risk management. The notional amounts of these
instruments are not reflected in the Company's balance sheet. These instruments
are included in the interest rate sensitivity table for purposes of analyzing
interest rate risk.

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.


                                       30
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE
                         ABOUT MARKET RISK - (CONTINUED)

INTEREST RATE SENSITIVITY GAP ANALYSIS

The table below depicts the Company's interest rate sensitivity as of March 31,
2000. 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       MORE THAN       MORE THAN
                                   THREE MONTHS    THREE MONTHS     SIX MONTHS        ONE YEAR       MORE THAN
                                      OR LESS      TO SIX MONTHS    TO ONE YEAR    TO THREE YEARS   THREE YEARS       TOTAL
                                   --------------  --------------  --------------  --------------  --------------  ------------
                                                                          (IN MILLIONS)
<S>                                <C>              <C>             <C>             <C>             <C>             <C>
Total loans, net                   $    2,539       $     661       $   1,091       $   2,240       $   4,307       $   10,838
Money market investments (1)              470              --              --              --              --              470
Securities held to maturity                 1              --              --              --              97               98
Securities available for sale             382              51              94             500           1,037            2,064
Other interest earning assets             123              --              --              --              --              123
                                    -------------   -------------   -------------   -------------   -------------   -----------
   Total interest earning assets        3,515             712           1,185           2,740           5,441           13,593
                                    -------------   -------------   -------------   -------------   -------------   -----------

Cash and due from banks                   136              --              --              --              --              136
Servicing assets                            5               5               9              34             136              189
Goodwill                                   20              20              40             160             682              922
Other non-interest earning assets         336              --              --              --              --              336
                                    -------------   -------------   -------------   -------------   -------------   -----------
   Total assets                    $    4,012       $     737       $   1,234       $   2,934       $   6,259       $   15,176
                                   ==============  ==============  ==============  ==============  ==============  ============

Term certificates of deposit       $      924       $   1,182       $   3,079       $   1,784       $     129       $    7,098
Core deposits                             332             294             580           1,983           1,173            4,362
                                    -------------   -------------   -------------   -------------   -------------   -----------
   Total deposits                       1,256           1,476           3,659           3,767           1,302           11,460
                                    -------------   -------------   -------------   -------------   -------------   -----------
Mortgagors' escrow                          7               7              13              54              39              120
Securities sold under agreements
   to repurchase                          123              --              --              --              --              123
Federal Home Loan Bank of New
   York advances                          225              --              --             100             350              675
Long term debt                             --              --              --             200              --              200
Guaranteed preferred beneficial
   interest in Company's junior
   subordinated debentures                 --              --              --              --             200              200
Notes payable                               4              --              --              --              --                4
Other liabilities                         375              --              --              --              --              375
Stockholders' equity                       --              --              --              --           2,019            2,019
                                    -------------   -------------   -------------   -------------   -------------   -----------
   Total liabilities and
     stockholders' equity          $    1,990       $   1,483       $   3,672       $   4,121       $   3,910       $   15,176
                                   ==============  ==============  ==============  ==============  ==============  ============

Off balance sheet financial
instruments                        $      350       $      --       $      --       $    (350)      $      --       $       --
                                   ==============  ==============  ==============  ==============  ==============  ============

Interest rate sensitivity gap      $    2,372       $    (746)      $  (2,438)      $  (1,537)      $   2,349

Cumulative gap                     $    2,372       $   1,626       $    (812)      $  (2,349)

Interest rate sensitivity gap as
   a percentage of total assets         15.63%          (4.92)%        (16.06)%        (10.13)%         15.48%

Cumulative gap as a percentage of
   total assets                         15.63%          10.71%          (5.35)%        (15.48)%
</TABLE>

(1)  CONSISTS OF INTEREST-BEARING DEPOSITS IN OTHER BANKS, FEDERAL FUNDS SOLD
     AND SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL.

As of March 31, 2000, the cumulative volume of liabilities maturing or repricing
within one year exceeded assets by $812 million, or 5.35% of assets.


                                       31
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE
                         ABOUT MARKET RISK - (CONTINUED)

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 and manufactured housing loans 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.

The most crucial management assumptions concern prepayments on the Company's
mortgage loan portfolio and the pricing of consumer deposits in various interest
rate environments. As interest rates decline, mortgage prepayments tend to
increase, reducing loan portfolio growth and lowering the portfolio's average
yield. Rates on non-maturity deposits rise and fall with the general level of
interest rates, but tend to move less than proportionately. Rates offered on
consumer certificates of deposits tend to move in close concert with market
rates, though history suggests they increase less rapidly when market rates
rise. Analysis shows that the Company's deposit volumes are relatively
insensitive to interest rate movements within the range encompassed in the
scenarios.

At March 31, 2000, based on this model, the Company's potential earnings at
risk to a gradual, parallel 200 basis point decline in market interest rates
over the next twelve months on instruments held for other than trading
purposes was a decline of approximately 1.3% of projected 2000 net income.
Conversely, a gradual 200 basis point increase in interest rates over the
next twelve months on instruments held for other than trading purposes would
result in net income decreasing by 1.5%. GreenPoint does not have significant
exposure to such risk on instruments held for trading purposes.

Management has included all derivative and other financial instruments that have
a material effect in calculating the Company's potential earning at risk.


                                       32
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                           PART II - OTHER INFORMATION
                           ITEM 1 - LEGAL PROCEEDINGS

The Company is not involved in any pending legal proceedings other than
routine proceedings occurring in the ordinary course of business which, in
the aggregate, involve amounts that are believed by management to be
immaterial to the consolidated financial statements of the Company.

                                       33
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                           PART II - OTHER INFORMATION
                    ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(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


                                       34
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                           PART II - OTHER INFORMATION
                 EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)

(b)   REPORTS ON FORM 8-K

On January 5, 2000, GreenPoint Mortgage Securities Inc., a subsidiary of
Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, filed
a current report on Form 8-K in connection with its previous issuance of
Headlands Home Equity Loan Trust 1999-2 Revolving Home Equity Loan Asset-Backed
Notes Series, 1999-2.

On January 6, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
February 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.

On January 6, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) the Underwriting Agreement, dated November 17,
1998, between GreenPoint Credit, LLC, as Contract Seller and Credit Suisse First
Boston, as the representative of the several underwriters; (ii) a Pooling and
Servicing Agreement, dated as of November 1, 1998, between GreenPoint Credit,
LLC, as Contract Seller and Servicer and The First National Bank of Chicago as
Trustee; and (iii) the required Monthly Investor Servicing Report.

On January 6, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
May 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and Servicer and
The First National Bank of Chicago as Trustee; and (ii) the required Monthly
Investor Servicing Report.

On January 6, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
September 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.

On January 6, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
November 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.


                                       35
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                           PART II - OTHER INFORMATION
                 EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)

On January 6, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
March 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and Servicer
and The First National Bank of Chicago as Trustee; and (ii) the required Monthly
Investor Servicing Report.

On January 25, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
February 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.

On January 25, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) the Underwriting Agreement, dated November 17,
1998, between GreenPoint Credit, LLC, as Contract Seller and Credit Suisse First
Boston, as the representative of the several underwriters; (ii) a Pooling and
Servicing Agreement, dated as of November 1, 1998, between GreenPoint Credit,
LLC, as Contract Seller and Servicer and The First National Bank of Chicago as
Trustee; and (iii) the required Monthly Investor Servicing Report.

On January 25, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
March 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and Servicer
and The First National Bank of Chicago as Trustee; and (ii) the required Monthly
Investor Servicing Report.

On January 25, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
December 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.

On January 25, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
September 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.

On January 25, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
May 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and Servicer and
The First National Bank of Chicago as Trustee; and (ii) the required Monthly
Investor Servicing Report.


                                       36
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                           PART II - OTHER INFORMATION
                 EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)

On January 25, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
November 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.

On March 13, 2000, GreenPoint Credit, LLC filed a current report on Form 8-K in
order to file the following documents: (i) the opinion of Orrick, Herrington &
Sutcliffe LLP ("Orrick") relating to certain tax matters in connection with the
offering of GreenPoint Credit Manufactured Housing Contract Trust Pass-Through
Certificates, Series 2000-1 (the "Publicly Offered Certificates"), which
contains Orrick's consent to use of its name in the Prospectus Supplement
("Prospectus Supplement") dated March 2, 2000 together with the related
Prospectus dated December 9, 1999; (ii) External Computational Materials
prepared by First Union Securities, Inc.

On March 21, 2000, GreenPoint Credit, LLC filed a current report on Form 8-K in
order to file the following documents: (i) the opinion of Orrick, Herrington &
Sutcliffe LLP ("Orrick") relating to certain tax matters in connection with the
offering of GreenPoint Credit Manufactured Housing Contract Trust Pass-Through
Certificates, Series 2000-2 (the "Publicly Offered Certificates"), which
contains Orrick's consent to use of its name in the Prospectus Supplement
("Prospectus Supplement") dated March 17, 2000 together with the related
Prospectus dated December 9, 1999; (ii) the consent of PricewaterhouseCoopers
LLP to the use of its name in the "Experts" section of the Prospectus
Supplement; and (iii) External Computational Materials prepared by Salomon Smith
Barney Inc.

On March 22, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following document: a Pooling and Servicing Agreement dated March 1,
2000 between GreenPoint, as Contract Seller and as Servicer and Bank One,
National Association as the Trustee in connection with the sale of approximately
$340,000,000 of GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates, Series 2000-1, on March 16, 2000.

On March 28, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) the Underwriting Agreement, dated November 17,
1998, between GreenPoint Credit, LLC, as Contract Seller and Credit Suisse First
Boston, as the representative of the several underwriters; (ii) a Pooling and
Servicing Agreement, dated as of November 1, 1998, between GreenPoint Credit,
LLC, as Contract Seller and Servicer and The First National Bank of Chicago as
Trustee; and (iii) the required Monthly Investor Servicing Report.

On March 28, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
September 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.


                                       37
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                           PART II - OTHER INFORMATION
                 EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)

On March 28, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
May 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and Servicer and
The First National Bank of Chicago as Trustee; and (ii) the required Monthly
Investor Servicing Report.

On March 28, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
February 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.

On March 28, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) the Underwriting Agreement, dated November 17,
1998, between GreenPoint Credit, LLC, as Contract Seller and Credit Suisse First
Boston, as the representative of the several underwriters; (ii) a Pooling and
Servicing Agreement, dated as of November 1, 1998, between GreenPoint Credit,
LLC, as Contract Seller and Servicer and The First National Bank of Chicago as
Trustee; and (iii) the required Monthly Investor Servicing Report.

On March 28, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
September 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.

On March 28, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
November 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.

On March 28, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
December 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.

On March 28, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
March 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and Servicer
and The First National Bank of Chicago as Trustee; and (ii) the required Monthly
Investor Servicing Report.


                                       38
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES
                           PART II - OTHER INFORMATION
                 EXHIBITS AND REPORTS ON FORM 8-K - (CONTINUED)

On March 28, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
May 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and Servicer and
The First National Bank of Chicago as Trustee; and (ii) the required Monthly
Investor Servicing Report.

On March 28, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
February 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.

On March 28, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
December 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.

On March 28, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
March 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and Servicer
and The First National Bank of Chicago as Trustee; and (ii) the required Monthly
Investor Servicing Report.

On March 28, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following documents: (i) a Pooling and Servicing Agreement, dated as of
November 1, 1999, between GreenPoint Credit, LLC, as Contract Seller and
Servicer and The First National Bank of Chicago as Trustee; and (ii) the
required Monthly Investor Servicing Report.

On March 29, 2000, GreenPoint Credit, LLC, the manufactured housing finance
subsidiary of GreenPoint Bank, filed a current report on Form 8-K in order to
file the following document: a Pooling and Servicing Agreement dated March 1,
2000 between GreenPoint, as Contract Seller and as Servicer and Bank One,
National Association as the Trustee in connection with the sale of approximately
$250,096,268 of GreenPoint Credit Manufactured Housing Contract Trust
Pass-Through Certificates, Series 2000-2, on March 23, 2000.


                                       39
<PAGE>

                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES

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 and
                                               Chief Financial Officer

Dated May 12, 2000


                                       40