<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
                               September 30, 1998

                                       OR

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

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

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


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

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


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

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

             X     Yes                             No
            ---                               ---
As of November 11, 1998 there were 94,614,571 shares of common stock
outstanding.


<PAGE>


                           GreenPoint Financial Corp.

                                    FORM 10-Q

                              For the Quarter Ended
                               September 30, 1998

                                      INDEX

<TABLE>
<CAPTION>

 PART I - FINANCIAL INFORMATION                                                                Page
 <S>                                                                                           <C>
 Item 1 - Financial Statements

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

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

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

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

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

    Notes to the Unaudited Consolidated Financial Statements                                     8



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


  PART II - OTHER INFORMATION

  Item 1 - Legal Proceedings                                                                    27

  Item 6 - Exhibits and Reports on Form 8-K                                                     28

</TABLE>


<PAGE>


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

                                                                                   September 30,           December 31,
                                                                                       1998                    1997
                                                                              ---------------------    ------------------
         ASSETS                                                                   (In thousands, except share amounts)
         ------
<S>                                                                                   <C>                 <C>
       Cash and due from banks                                                        $    109,049        $       93,173
       Money market investments                                                            244,700             1,060,007
       Loans receivable held for sale                                                      767,579                 5,532
       Securities available for sale                                                     1,402,095             2,007,707
       Securities held to maturity (fair value of $3,756
         and $4,046, respectively)                                                           3,744                 4,009
       Trading assets                                                                          ---                24,951
       Loans receivable held for investment:
           Mortgage loans                                                                9,223,161             8,905,651
           Other loans                                                                     119,965                30,146
           Deferred loan fees and unearned discount                                        (17,088)              (31,170)
           Allowance for possible loan losses                                             (112,000)             (109,000)
                                                                                      ------------          ------------
               Loans receivable held for investment, net                                 9,214,038             8,795,627
                                                                                      ------------          ------------
       Other interest-earning assets                                                       118,750               116,951
       Accrued interest receivable, net                                                     85,667                81,201
       Banking premises and equipment, net                                                 123,267               118,792
       Servicing assets                                                                    113,382                 5,768
       Deferred income taxes, net                                                           54,707                71,359
       Other real estate owned, net                                                         13,108                24,036
       Goodwill                                                                          1,024,061               577,141
       Other assets                                                                        338,464                97,264
                                                                                      ------------          ------------
               Total assets                                                          $  13,612,611         $  13,083,518
                                                                                      ------------          ------------
                                                                                      ------------          ------------
            LIABILITIES AND STOCKHOLDERS' EQUITY
            ------------------------------------
       Liabilities:
       Deposits:
           N.O.W. and checking                                                       $     474,814             $ 533,871
           Savings                                                                       1,580,312             1,739,415
           Variable rate savings                                                         1,743,694             1,702,097
           Money market                                                                    514,473               478,443
           Term certificates of deposit                                                  6,538,243             6,519,152
                                                                                      ------------          ------------
               Total deposits                                                           10,851,536            10,972,978
                                                                                      ------------          ------------
       Mortgagors' escrow                                                                  151,796               117,806
       Securities sold under agreements to repurchase                                      100,000               106,149
       Trading liabilities                                                                     ---                10,592
       Long term debt                                                                      199,859               199,831
       Guaranteed preferred beneficial interest in Company's 
           junior subordinated debentures                                                  199,729               199,721
       Accrued income taxes payable                                                         56,661                67,723
       Other liabilities                                                                   260,729               139,115
                                                                                      ------------          ------------
                Total liabilities                                                       11,820,310            11,813,915
                                                                                      ------------          ------------
       Commitments and contingencies
       Stockholders' equity:
            Preferred stock ($0.01 par value; 50,000,000 shares authorized; 
               none issued)                                                                    ---                   ---
            Common stock ($0.01 par value; 220,000,000 shares authorized;
               110,261,164 shares issued)                                                    1,103                 1,103
           Additional paid-in capital                                                    1,182,630               830,441
           Unallocated Employee Stock Ownership Plan (ESOP) shares                        (111,310)             (114,939)
           Unearned stock plans shares                                                      (4,752)               (7,019)
           Retained earnings                                                             1,219,975             1,142,407
           Accumulated other comprehensive income, net                                      12,500                (3,555)
           Treasury stock, at cost (15,138,220 and 25,620,850 shares,
                respectively)                                                            (507,845)              (578,835)
                                                                                      ------------          ------------
                Total stockholders' equity                                               1,792,301             1,269,603
                                                                                      ------------          ------------
                Total liabilities and stockholders' equity                            $ 13,612,611         $  13,083,518
                                                                                      ------------          ------------
                                                                                      ------------          ------------

</TABLE>

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

                                       3
<PAGE>


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

                                                               Quarter Ended          Nine Months Ended
                                                                September 30,           September 30,
                                                            --------------------    --------------------
                                                              1998        1997        1998        1997
                                                            --------    --------    --------    --------
<S>                                                         <C>         <C>         <C>         <C>
Interest income:                                                (In thousands, except per share amounts)
     Mortgages                                              $200,946    $187,384    $599,734    $533,820
     Money market investments                                 16,381      14,552      44,904      26,493
     Securities                                               28,675      43,655      86,746     160,704
     Other                                                     2,885       2,337       7,305       6,603
                                                            --------    --------    --------    --------
        Total interest income                                248,887     247,928     738,689     727,620
                                                            --------    --------    --------    --------
Interest expense:
     Deposits                                                116,794     119,224     348,805     353,206
     Trading liabilities                                          58         ---          93          73
     Short-term and other borrowings                             577       3,574       3,994       7,018
     Long-term debt                                            8,043       7,502      24,125       8,925
                                                            --------    --------    --------    --------
        Total interest expense                               125,472     130,300     377,017     369,222
                                                            --------    --------    --------    --------
Net interest income                                          123,415     117,628     361,672     358,398
Provision for possible loan losses                            (2,714)     (5,376)     (9,896)    (14,837)
                                                            --------    --------    --------    --------
Net interest income after provision for possible
 loan losses                                                 120,701     112,252     351,776     343,561
                                                            --------    --------    --------    --------
Non-interest income:
      Income from fees and commissions:
         Mortgage loan operations fee income                   5,354       4,482      13,259      11,464
         Mortgage servicing fees                               1,129       1,623       3,717       5,235
         Banking services fees and commissions                 6,712       5,241      19,798      15,851
         Other  income                                            75         295         518       1,210
      Net (loss) gain on securities                              (31)        750       1,391       1,222
      Net gain (loss) on sales of loans                          117          14         349        (183)
      Net gain on sale of assets                                 ---         ---         ---       2,416
      Gain on sale of branches                                   ---         ---         ---       5,850
                                                            --------    --------    --------    --------
          Total non-interest income                           13,356      12,405      39,032      43,065
                                                            --------    --------    --------    --------
Non-interest expense:
      Salaries and benefits                                   22,313      23,255      68,063      68,569
      Employee Stock Ownership and stock plans expense         5,430       4,941      17,091      14,462
      Net expense of premises and equipment                   11,501      11,544      35,243      35,941
      Advertising                                              1,507       2,000       4,875       6,478
      Federal deposit insurance premiums                         654         692       2,004       2,192
      Charitable and educational foundation                    1,875       2,336       5,625       6,694
      Other administrative expenses                           10,217      10,232      31,492      33,099
      Other real estate owned operating income, net           (1,441)        150      (5,045)     (1,267)
      Goodwill amortization                                   11,562      11,610      34,685      34,873
      Restructuring charge                                       ---         ---         ---       2,500
      Non-recurring personnel expense                            ---         ---       8,335         ---
                                                            --------    --------    --------    --------
          Total non-interest expense                          63,618      66,760     202,368     203,541
                                                            --------    --------    --------    --------

Income before income taxes                                    70,439      57,897     188,440     183,085
Income taxes                                                  26,941      21,804      71,941      72,192
                                                            --------    --------    --------    --------
Net income                                                  $ 43,498    $ 36,093    $116,499    $110,893
                                                            --------    --------    --------    --------
                                                            --------    --------    --------    --------
Basic earnings per share                                    $   0.55    $   0.50    $   1.59    $   1.44
                                                            --------    --------    --------    --------
                                                            --------    --------    --------    --------
Diluted earnings per share                                  $   0.54    $   0.47    $   1.53    $   1.37
                                                            --------    --------    --------    --------
                                                            --------    --------    --------    --------
Net income (excluding non-recurring items)*                 $ 43,498    $ 36,093    $121,667    $107,447
                                                            --------    --------    --------    --------
                                                            --------    --------    --------    --------
Diluted earnings per share (excluding non-recurring items)* $   0.54    $   0.47    $   1.60    $  1.33
                                                            --------    --------    --------    --------
                                                            --------    --------    --------    --------

</TABLE>

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

   (See accompanying notes to the unaudited consolidated financial statements)

                                       4
<PAGE>


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

<TABLE>
<CAPTION>

                                                                 Quarter Ended           Nine Months Ended
                                                                 September 30,             September 30,
                                                            ----------------------    ----------------------
                                                              1998         1997         1998          1997
                                                            ---------    ---------    ---------    ---------
<S>                                                         <C>          <C>          <C>          <C>
Net income                                                  $  43,498    $  36,093    $ 116,499    $ 110,893
                                                            ---------    ---------    ---------    ---------
 Other comprehensive income, before tax:
         Unrealized gains on securities:
         Unrealized holding gains arising during
          period                                               21,690       25,363       29,501       27,880
         Less: reclassification adjustment for losses
          (gains) included in net income                           31         (750)      (1,391)      (1,222)
                                                            ---------    ---------    ---------    ---------
Other comprehensive income, before tax                         21,721       24,613       28,110       26,658
Income tax expense related to items of other
     comprehensive income                                      (9,276)     (10,835)     (12,055)     (12,108)
                                                            ---------    ---------    ---------    ---------
Other comprehensive income, net of tax                         12,445       13,778       16,055       14,550
                                                            ---------    ---------    ---------    ---------
Total comprehensive income, net of tax                      $  55,943    $  49,871    $ 132,554    $ 125,443
                                                            ---------    ---------    ---------    ---------
                                                            ---------    ---------    ---------    ---------

</TABLE>




   (See accompanying notes to the unaudited consolidated financial statements)

                                       5
<PAGE>

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

                                                                Nine Months Ended
                                                                   September 30,
                                                            ------------------------
                                                                  1998          1997
                                                            ----------    ----------
<S>                                                         <C>           <C>
Common stock
Balance at beginning of period                              $    1,103    $    1,103
                                                            ----------    ----------
Balance at end of period                                         1,103         1,103
                                                            ----------    ----------

Additional paid-in capital
Balance at beginning of period                                 830,441       809,618
Reissuance of treasury stock                                   322,387           ---
Issuance of common stock                                           ---           832
Amortization of ESOP shares committed to be released            12,413         8,908
Amortization of stock plans shares during the period             1,000           376
Tax benefit for vested stock plans shares                       16,389         4,582
                                                            ----------    ----------
Balance at end of period                                     1,182,630       824,316
                                                            ----------    ----------

Unallocated ESOP shares
Balance at beginning of period                                (114,939)     (119,573)
Amortization of ESOP shares committed to be released             3,629         3,476
                                                            ----------    ----------
Balance at end of period                                      (111,310)     (116,097)
                                                            ----------    ----------

Unearned stock plans shares
Balance at beginning of period                                  (7,019)       (8,317)
Issuance of common stock to stock plans                            ---          (833)
Amortization of stock plans shares during the period             2,267         1,702
                                                            ----------    ----------
Balance at end of period                                        (4,752)       (7,448)
                                                            ----------    ----------

Retained earnings
Balance at beginning of period                               1,142,407     1,037,993
Net income for the period                                      116,499       110,893
Dividends declared                                             (33,653)      (28,942)
Reissuance of treasury stock                                    (5,278)       (4,336)
                                                            ----------    ----------
Balance at end of period                                     1,219,975     1,115,608
                                                            ----------    ----------

Accumulated other comprehensive income, net
Balance at beginning of period                                  (3,555)      (23,324)
Net change in accumulated other comprehensive income, net       16,055        14,550
                                                            ----------    ----------
Balance at end of period                                        12,500        (8,774)
                                                            ----------    ----------

Treasury stock, at cost
Balance at beginning of period                                (578,835)     (237,697)
Reissuance of treasury stock                                   275,520        10,819
Purchase of treasury stock                                    (204,530)     (313,054)
                                                            ----------    ----------
Balance at end of period                                      (507,845)     (539,932)
                                                            ----------    ----------

Total stockholders' equity                                  $1,792,301    $1,268,776
                                                            ----------    ----------
                                                            ----------    ----------

</TABLE>


   (See accompanying notes to the unaudited consolidated financial statements)

                                       6
<PAGE>


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

                                                                                                Nine Months Ended
                                                                                                   September 30,
                                                                                        -----------------------------------
                                                                                            1998                   1997
                                                                                        -------------          ------------
                                                                                                   (In thousands)
<S>                                                                                       <C>                    <C>
Cash flows from operating activities:
Net income                                                                                $    116,499           $   110,893
Adjustments to reconcile net income to net cash provided by operating
 activities:
     Provision for possible loan losses                                                          9,896                14,837
     Depreciation and amortization of premises and equipment                                    13,081                12,503
     Goodwill amortization                                                                      34,685                34,873
     Accretion of discount on securities, net of premium amortization                           (7,410)               (5,321)
     Net change in trading assets                                                               24,951                   ---
     Net change in trading liabilities                                                         (10,592)                  ---
     ESOP and stock plans expense                                                               17,091                14,462
     Non-recurring personnel expense                                                             8,335                   ---
     Gain on securities transactions                                                            (1,391)               (1,222)
     Net change in loans held for sale                                                           1,426                  (574)
     Net gain on sales of other real estate owned                                               (6,633)               (5,753)
     Net gain on sales of branches                                                                 ---                (5,850)
     Deferred income taxes                                                                       4,597                 7,630
     (Increase) decrease in other assets                                                        (7,112)               13,225
     Increase (decrease) in other liabilities                                                   21,837               (49,125)
     Other, net                                                                                  3,827               (16,895)
                                                                                  --------------------    ------------------
          Net cash provided by operating activities                                            223,087               123,683
                                                                                  --------------------    ------------------
Cash flows from investing activities:
    Loan originations, net of principal repayments                                            (339,351)           (1,214,627)
    Proceeds from sales of other real estate owned                                              20,569                14,846
    Purchases of securities available for sale                                              (3,703,038)           (1,386,967)
    Purchase of securities held to maturity                                                       (557)                 (250)
    Proceeds from maturities of securities available for sale                                3,209,621             1,608,335
    Proceeds from sales of securities available for sale                                       693,511             1,367,851
    Principal repayments on securities                                                         214,230               194,518
    Investment in corporate officer life insurance policy                                          ---              (103,470)
    Net cash used in acquisition                                                            (1,369,177)                  ---
    Purchases of premises and equipment                                                         (8,813)               (7,634)
                                                                                  --------------------    ------------------
          Net cash (used in) provided by investing activities                               (1,283,005)              472,602
                                                                                  --------------------    ------------------
Cash flows from financing activities:
    Net withdrawals from depositors' accounts                                                 (121,800)             (285,816)
    Cash paid on transfer of deposit liabilities                                                   ---              (124,781)
    Payments for cash dividends                                                                (33,653)              (28,942)
    Proceeds from common stock offering                                                        583,125                   ---
    Exercise of stock options                                                                    9,504                 6,483
    Purchase of treasury stock                                                                (204,530)             (313,054)
    Securities sold under agreements to repurchase                                              (6,149)               91,544
    Long term debt                                                                                 ---               199,822
    Guaranteed preferred beneficial interest in Company's junior subordinated                     
       debentures                                                                                  ---               199,719
    Net increase in mortgagors' escrow                                                          33,990                41,673
                                                                                  --------------------    ------------------
            Net cash provided by (used in) financing activities                                260,487              (213,352)
                                                                                  --------------------    ------------------
    Net (decrease) increase in cash and cash equivalents                                      (799,431)              382,933
    Cash and cash equivalents at beginning of period                                         1,153,180               575,974
                                                                                  --------------------    ------------------
                                                                                  --------------------    ------------------
    Cash and cash equivalents at end of period                                              $  353,749           $   958,907
                                                                                  --------------------    ------------------
                                                                                  --------------------    ------------------
Non-cash activities:
    Additions to other real estate owned, net                                               $  (13,058)          $   (22,835)
                                                                                  --------------------    ------------------
                                                                                  --------------------    ------------------
    Loans to facilitate sales of other real estate                                          $    8,221           $    15,679
                                                                                  --------------------    ------------------
                                                                                  --------------------    ------------------
    Unsettled trades                                                                        $  277,989           $   165,074
                                                                                  --------------------    ------------------
                                                                                  --------------------    ------------------
Supplemental disclosure of cash flow information:
    Cash paid for income taxes                                                              $   55,899           $    75,991
                                                                                  --------------------    ------------------
                                                                                  --------------------    ------------------
    Interest paid                                                                           $  370,568           $   359,287
                                                                                  --------------------    ------------------
                                                                                  --------------------    ------------------

</TABLE>


   (See accompanying notes to the unaudited consolidated financial statements)

                                       7
<PAGE>


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


1.  Basis of Presentation

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

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

2.  Stock Incentive Plan

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

 3.   Non-Employee Directors' Stock Option Grants

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

 4.    Common Stock Repurchase Program

Under a stock repurchase program authorized in January 1998, the
Company repurchased 4.26 million shares of GreenPoint common stock. The
repurchase was completed on August 6, 1998. On August 25, 1998, the
Company's Board authorized a new share purchase program of up to 5%, or
4.8 million, of its outstanding shares and has purchased 1.32 million
shares of GreenPoint common stock during the third quarter. Repurchases
of stock are at the Company's discretion, based on ongoing assessments
of the capital needs of the business and the market valuation of its
stock.

 5.    Acquisition of BankAmerica Housing Services

On September 30, 1998, the Company purchased the manufactured housing
lending business of BankAmerica Housing Services ("BAHS"), a division
of Bank of America, FSB, for a cash premium of $605 million. The
purchase includes BAHS' loan origination and servicing platforms, its
servicing portfolio of $11.2 billion and related revenue stream, and
$763.5 million of loans held for sale. The acquisition was treated as a
purchase for accounting and financial reporting purposes, resulting in
$481.6 million of tax-deductible goodwill, which will be amortized over
15 years. The acquisition was financed through available capital and
the use of proceeds of a recently completed offering of GreenPoint
common stock.

                                       8
<PAGE>


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

6.   Securities

Securities held at September 30, 1998 are summarized as follows:
<TABLE>
<CAPTION>

                                                                                      Gross          Gross
                                                                  Amortized        Unrealized     Unrealized
                                                                     Cost             Gains          Losses     Fair Value
                                                                  ----------         --------      --------      ----------
                                                                                        (In thousands)
<S>                                                               <C>                <C>           <C>           <C>
          Securities Available for Sale
          U.S. Government and Federal Agency
             Obligations:
                 U.S. Treasury notes/bills                        $   49,980         $     51      $    ---      $   50,031
                 Agency notes/Asset-backed securities                302,930              342          (459)        302,813
          Mortgage-backed securities                                 581,216           16,505          (215)        597,506
          Collateralized mortgage obligations                        194,785            5,014            ---        199,799
          Trust certificates collateralized by GNMA securities        32,519              ---          (114)         32,405
          Corporate asset-backed securities                           25,000              ---           (20)         24,980
          Corporate Bonds                                             19,433              ---           (78)         19,355
          Commercial paper                                           125,336              ---            ---        125,336
          Other                                                       50,017                5          (152)         49,870
                                                                  ----------         --------      --------      ----------
                 Total securities available for sale              $1,381,216         $ 21,917      $ (1,038)     $1,402,095
                                                                  ----------         --------      --------      ----------
                                                                  ----------         --------      --------      ----------
          Securities Held to Maturity
          Tax exempt municipals                                   $      595         $     12      $    ---      $      607
          Other                                                        3,149              ---           ---           3,149
                                                                  ----------         --------      --------      ----------
                  Total securities held to maturity               $    3,744         $     12      $    ---      $    3,756
                                                                  ----------         --------      --------      ----------
                                                                  ----------         --------      --------      ----------

</TABLE>


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

<TABLE>
<CAPTION>

                                                                                      Gross           Gross
                                                                   Amortized       Unrealized      Unrealized
                                                                     Cost             Gains          Losses         Fair Value
                                                                   ---------       ----------      ----------       ----------
                                                                                        (In thousands)

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


Estimated fair values for securities are based on published market or securities
dealers' estimated prices.
During the quarter ended September 30, 1998, the Company sold available for sale
securities aggregating $561.3 million, resulting in gross realized gains of $1.9
million and gross realized losses of $1.0 million.
During the quarter ended September 30, 1998, the Company sold trading account
securities aggregating $828.0 million, resulting in gross realized gains of $0.6
million and gross realized losses of $0.7 million.
The average maturities of the securities available for sale and held to maturity
at September 30, 1998 are approximately 6.8 years and 8.1 years, respectively.
Mortgage-backed securities and collateralized mortgage obligations, most of
which have contractual maturities of more than 10 years, are subject to
scheduled and non-scheduled principal payments, which shorten the average life
to an estimated 3.0 years.

                                       9
<PAGE>


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

7.   Impact of Recent Accounting Pronouncement

On October 12, 1998, the Financial Accounting Standards Board (the
"FASB") issued Statement of Financial Accounting Standards No. 134,
Accounting for Mortgage-Backed Securities Retained after the
Securitization of Mortgage Loans Held for Sale by a Mortgage Banking
Enterprise, an Amendment of FASB Statement No. 65 ("SFAS 134"). SFAS
134 amends SFAS 65, Accounting for Certain Mortgage-Backed Securities,
to require that after an entity that is engaged in mortgage banking
activities has securitized mortgage loans that are held for sale, it
must classify the resulting mortgage-backed securities or other
retained interests based on its ability and intent to sell or hold
those investments. SFAS 134 is effective for the first fiscal quarter
beginning after December 31, 1998. Management of the Company
anticipates that the adoption of SFAS 134 will not have a significant
effect on the Company's earnings or financial position.





                                       10
<PAGE>



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

<TABLE>
                                                                       Quarter Ended                            Nine Months Ended
                                               -------------------------------------------------------------   --------------------
                                               Sep. 30,     Jun. 30,     Mar. 31,      Dec. 31,   Sep. 30,    Sep. 30,     Sep. 30,
                                                 1998          1998         1998         1997       1997        1998         1997
                                               -------      --------     --------      --------   --------    --------     --------
<S>                                            <C>          <C>          <C>           <C>         <C>         <C>          <C>
  Performance Ratios (Annualized):
    Core cash earnings return on average
        assets (1)                              1.83%        1.76%        1.71%(2)      1.64%       1.58%       1.76%(2)    1.58%(3)
    Core cash earnings return on average
        equity (1)                             15.01        18.30        17.36 (2)     17.24       16.62       16.72 (2)   15.20 (3)
    Return on average assets                    1.31         1.21         1.19 (2)      1.13        1.08        1.24 (2)    1.07 (4)
    Return on average equity                   10.80        12.64        12.04 (2)     11.83       11.39       11.73 (2)   10.27 (4)
    Net interest margin                         4.06         3.95         3.93          3.91        3.86        3.98        3.94
    Net interest spread during period           3.64         3.65         3.65          3.64        3.59        3.65        3.63
    Operating expense to average assets (5)     1.61         1.70         1.70          1.71        1.65        1.67        1.69
    Efficiency ratio (6)                       39.1         41.9         42.1          42.9        42.3        41.0        42.6
    Average interest-earning assets to average
     interest-bearing liabilities               1.10x        1.07x        1.07x         1.06x       1.07x       1.08x       1.08x

 Regulatory Capital Ratios:
 Company:
    Leverage capital (7)                        7.74%        7.40%        7.32%         7.19%       7.00%
    Risk-based capital (7):
     Tier 1                                    12.83        14.71        14.78         14.29       14.60
     Total                                     14.08        15.96        16.03         15.54       15.85
 Bank:
    Leverage capital (7)                        6.19         7.32         7.23          7.08        6.95
    Risk-based capital (7):
           Tier 1                              10.22        14.54        14.59         14.09       14.45
           Total                               11.48        15.79        15.84         15.34       15.76

 Per Share Data:
      Core cash earnings (1)*                 $ 0.75       $ 0.78      $  0.76 (2)    $ 0.71      $ 0.69
      Common book value**                     $21.40       $17.65      $ 17.43        $17.00      $16.82
      Tangible common book value**            $ 9.17       $ 9.99      $  9.72        $ 9.27      $ 9.02
      Dividends                               $ 0.16       $ 0.16      $  0.16        $ 0.13      $ 0.13

   *  Average shares used in calculation     80,972,000    73,089,000   73,954,000   74,898,000   76,386,000
   ** Period-end shares used in calculation  83,753,000    72,254,000   73,399,000   74,686,000   75,420,000
      Total shares issued and outstanding    95,123,000    83,383,000   84,469,000   84,640,000   85,652,000

   Asset Quality Ratios:
       Non-performing loans to loans held for
         investment                             3.16%        3.39%        3.77%         3.97%       4.07%
       Non-performing assets to total assets    2.27         2.54         2.73          2.90        2.88

   Allowance for possible loan losses to:
      Non-performing loans                     37.92        35.79        32.23          30.70      30.73
      Loans held for investment                 1.20         1.21         1.21           1.22       1.25

   Earnings to combined fixed charges and preferred
          stock dividends (8):
          Excluding interest on deposits        8.65x        8.01x        7.02x          7.90x      7.59x      7.90x       15.46x
          Including interest on deposits        1.56x        1.51x        1.43x          1.46x      1.45x      1.50x        1.50x

</TABLE>



(1)  Core cash earnings is net income, net of non-recurring items, adding back
     goodwill amortization and Employee Stock Ownership and stock plans expense.
(2)  Excludes non-recurring personnel expense, net of tax.
(3)  Excludes gains on branch and asset sales, net of tax and restructuring
     charge, net of tax.
(4)  Excludes gains on branch and asset sales, net of tax.
(5)  Operating expense excludes goodwill expense, ORE (income) expense,
     non-recurring personnel expense and restructuring charge.
(6)  The efficiency ratio is calculated by dividing operating expense by the sum
     of net interest income and non-interest income, excluding pre-tax gains on
     branch and asset sales.
(7)  These ratios are calculated using regulatory guidelines which exclude the
     impact on stockholders' equity resulting from the adoption of Statement of
     Financial Accounting Standards No. 115, "Accounting for Certain Investments
     in Debt and Equity Securities" ("SFAS 115").
(8)  For purposes of computing the ratio of earnings to combined fixed charges
     and preferred stock dividend requirements, earnings represent net income
     plus applicable income taxes, fixed charges and preferred stock dividend
     requirements of a consolidated subsidiary. Fixed charges represent interest
     expense on long-term debt and one-third (the portion deemed to be
     representative of the interest factor) of rents.

                                       11
<PAGE>


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

1. General

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

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

2.   Operating Results

The third quarter's results include the following:

    -       The Company's loan originations totaled $729 million, down 4%
            from the third quarter of 1997, but up 4% from the prior
            quarter. The percentage of new loans originated outside of New
            York was 60%, and ARMs as a percentage of total originations
            were 16%.

    -       Asset quality continued to improve as non-performing loans and
            non-performing assets declined. The ratio of non-performing
            loans to total loans held for investment declined 91 basis
            points to 3.16% from September 30, 1997 and 23 basis points
            lower than the second quarter of 1998.

    -       Net interest margin was 4.06%, up 20 basis points from the 
            third  quarter of 1997 and up 11 basis  points
            from the second quarter of 1998.

Net income for the quarter ended September 30, 1998 was $43.5 million, or
$0.54 per diluted share, a 15% increase from the $0.47 per share for the
comparable 1997 period. Net income for the first nine months of 1998 was
$116.5 million, or $1.53 per diluted share, compared to $110.9 million, or
$1.37 per diluted share, for the 1997 period.


                                       12
<PAGE>


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

Core Cash Earnings

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

<TABLE>
<CAPTION>

                                                                Quarter Ended                             Nine Months Ended
                                              ---------------------------------------------------  ---------------------------------
                                               September 30,       June 30,       September 30,     September 30,    September 30,
                                                   1998              1998             1997              1998              1997
                                              ----------------  ---------------- ----------------  ----------------  ---------------

<S>                                           <C>               <C>              <C>               <C>               <C>
      Net income                              $        43,498   $        39,415  $        36,093   $       116,499   $      110,893
      Non-recurring items, net of tax (1)                 ---               ---              ---             5,168           (3,446)
                                              ----------------  ---------------- ----------------  ----------------  ---------------
       Core net income                                 43,498            39,415           36,093           121,667          107,447

      Add back:
            Goodwill expense                           11,562            11,561           11,610            34,685           34,873
            Employee stock plans expense                5,430             6,098            4,941            17,091           14,462
                                              ----------------  ---------------- ----------------  ----------------  ---------------
            Core cash earnings                $        60,490   $        57,074  $        52,644   $       173,443   $      156,782
                                              ----------------  ---------------- ----------------  ----------------  ---------------
                                              ----------------  ---------------- ----------------  ----------------  ---------------
            Core cash earnings per share (2)  $          0.75   $          0.78  $          0.69   $          2.28   $         1.94
                                              ----------------  ---------------- ----------------  ----------------  ---------------
                                              ----------------  ---------------- ----------------  ----------------  ---------------

</TABLE>


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

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


                                       13
<PAGE>


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

Net Interest Income

Net interest income on a taxable equivalent basis increased by $5.8 million,
or 4.8%, in the third quarter of 1998, and by $1.8 million, or 0.5%, in the
first nine months of 1998, versus the comparable periods in 1997. The
quarterly increase reflects a reduction of average interest-bearing
liabilities as a result of the availability of proceeds from the GreenPoint
common stock offering in the third quarter of 1998. The nine-month period
increase reflects a rise in the average yield on interest-earning assets due
to a reduction in the lower yielding securities portfolio to fund the growth
in the higher yielding loan portfolio, partially offset by higher expense from
long term debt and guaranteed preferred beneficial interest in Company's
junior subordinated debentures ("capital securities").

Interest income on mortgages increased by $13.6 million, or 7.2%, to $201.0
million for the third quarter of 1998 and by $65.9 million, or 12.3%, to
$599.7 million in the first nine months of 1998, from $187.4 million and
$533.8 million, respectively, for the comparable 1997 periods. The increases
reflect average loan portfolio growth of $0.7 billion and $1.1 billion for the
third quarter and nine months ended September 30, 1998, respectively, versus
the comparable 1997 periods. Interest income on securities and money market
investments fell by a combined $13.4 million, or 22.8%, to $45.5 million for
the third quarter of 1998, and by $57.2 million, or 30.1%, to $132.9 million
in the first nine months of 1998, from $58.9 million and $190.1 million,
respectively, for the comparable 1997 periods. The decreases were primarily
the result of declines in the average securities and money market investments
portfolios of $0.8 billion and $1.1 billion for the third quarter and nine
months ended September 30, 1998, respectively, versus the comparable 1997
periods. The resulting shift in the Company's interest-earning asset mix into
the higher yielding loan portfolio primarily resulted in a 5 basis point
increase in the yield on average interest-earning assets in the third quarter
of 1998 and a 15 basis point increase in the nine months ended September 30,
1998, versus the comparable 1997 periods.

Interest expense decreased by $4.8 million, or 3.7%, to $125.5 million in the
third quarter of 1998, and increased by $ 7.8 million, or 2.1%, to $377.0
million in the first nine months of 1998, from $130.3 million and $369.2
million, respectively, for the comparable 1997 periods. The quarter decrease
reflects a decline in average interest-bearing liabilities of $422.6 million
primarily as a result of the availability of proceeds from the GreenPoint
common stock offering in the third quarter of 1998. The increase in the first
nine months of 1998 is primarily the result of an increase in the average
long-term debt and capital securities balance of $255.7 million for the nine
months ended September 30, 1998, versus the comparable 1997 quarter.

The average cost of funds increased 13 basis points in the first nine months
of 1998 from the comparable 1997 period. The rise in the average cost of funds
is primarily the result of the higher average cost of long term debt and
capital securities versus the average cost of deposits and an increase in the
average cost of time deposits of 12 basis points in the nine months ended
September 30, 1998 from the comparable 1997 period. The Company makes use of
long term debt and capital securities as a means of managing its liquidity and
capital position.


                                       14
<PAGE>


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


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

<TABLE>
<CAPTION>

                                                                                   Quarter Ended
                                         ------------------------------------------------------------------------------------------
                                                       September 30, 1998                           September 30, 1997
                                         -----------------------------------------------  -----------------------------------------
                                                                              Average                                      Average
                                             Average                           Yield/         Average                       Yield/
                                             Balance          Interest          Cost          Balance          Interest      Cost
                                         ---------------  ----------------  ------------  ----------------  ------------ ----------
                                                            (Taxable-Equivalent Interest and Rates, in thousands) (1)
<S>                                      <C>              <C>               <C>           <C>               <C>            <C>
Assets:
Interest-earning assets:
     Mortgage loans (2)                  $    9,127,604   $       200,946       8.81%     $   8,385,344     $  187,384        8.94%
     Other loans (2)                             29,031               597       8.23             27,460            539        7.85
     Money market investments (3)             1,162,291            16,390       5.59          1,028,664         14,556        5.61
     Securities (4)                           1,960,023            29,071       5.93          2,879,500         44,341        6.14
     Trading assets                               8,407               114       5.38                ---            ---        ---
     Other interest-earning assets              120,096             3,508      11.59            111,972          2,856       10.12
                                         --------------  ----------------                 -------------     -----------   --------
         Total interest-earning assets       12,407,452           250,626       8.07         12,432,940         249,676       8.02
                                                         ----------------                                   ----------- 
Non-interest earning assets (5)                 847,823                                         899,789
                                         --------------                                   -------------
         Total assets                    $   13,255,275                                   $  13,332,729
                                         --------------                                   -------------
                                         --------------                                   -------------
Liabilities & Stockholders' Equity:
Interest-bearing liabilities:
      Savings                            $    1,614,431             9,940      2.44%      $    1,821,057        11,319        2.47%
      N.O.W.                                    316,912               978      1.22              326,471         1,405        1.71
      Money market and variable rate          
       savings                                2,199,234            18,115      3.27            2,239,351        18,950        3.36
      Term certificates of deposit            6,519,000            87,374      5.32            6,531,061        87,287        5.30
      Mortgagors' escrow                        143,246               387      1.07               96,447           263        1.08
      Trading liabilities                         4,376                58      5.26                  ---           ---         ---
      Securities sold under agreements to
         repurchase                              45,371               577      5.05              280,878         3,574        5.05
      Long term debt                            199,853             3,469      6.94              169,737         2,929        6.90
      Guaranteed preferred beneficial
        interest in Company's junior 
         subordinated debentures                199,727             4,574      9.16              199,718         4,573        9.16
                                         --------------     -------------                ---------------     ---------
            Total interest-bearing
              liabilities                    11,242,150           125,472      4.43           11,664,720       130,300        4.43
  Other liabilities(6)                          401,484     -------------                        397,249     ---------
                                         --------------                                  ----------------
         Total liabilities                   11,643,634                                       12,061,969
  Preferred shares of subsidiary                    ---                                            3,637
  Stockholders' equity                        1,611,641                                        1,267,123
                                         --------------                                  ---------------
         Total liabilities, preferred
           shares of subsidiary and
           stockholders' equity          $   13,255,275                                    $  13,332,729
                                         --------------                                   --------------
                                         --------------                                   --------------



Net interest income/interest rate                       
  spread (7)                                              $      125,154       3.64%                       $    119,376        3.59%
                                                          --------------      -----                       -------------    --------
                                                          --------------      -----                       -------------    --------
Net interest-earning assets/net
  interest margin (8)                    $    1,165,302                        4.06%      $     768,220                        3.86%
                                         --------------                       -----      --------------                    --------
                                         --------------                       -----      --------------                    --------
    Ratio of interest-earning assets
      to interest-bearing liabilities                                          1.10x                                          1.07x
                                                                               -----                                      ---------
                                                                               -----                                      ---------

</TABLE>


(1)  The Company's incremental tax rate used to adjust tax-exempt interest to a
     taxable-equivalent basis was 46.6% and 43.6% for the quarters ended
     September 30, 1998 and 1997.
(2)  In computing the average balances and average yield on loans, non-accruing
     loans and loans held for sale have been included.
(3)  Includes interest-bearing deposits in other banks, federal funds sold and
     securities purchased under agreements to resell.
(4)  The average yield does not give effect to changes in fair value that are
     reflected as a component of stockholders' equity.
(5)  Includes goodwill, banking premises and equipment, net, net deferred tax
     assets, accrued interest receivable, and other miscellaneous
     non-interest-earning assets.
(6)  Includes accrued interest payable, accounts payable, official checks drawn
     against the Bank, accrued expenses, and other miscellaneous
     non-interest-bearing obligations of the Company.
(7)  Net interest rate spread represents the difference between the average
     yield on interest-earning assets and the average cost of interest-bearing
     liabilities.
(8)  Net interest margin represents net interest income on a taxable-equivalent
     basis, divided by average interest-earning assets.

                                       15
<PAGE>


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


Average Balance Sheets and Interest Yield/Cost

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


<TABLE>
<CAPTION>

                                                                                 Nine Months Ended
                                           -----------------------------------------------------------------------------------------
                                                         September 30, 1998                              September 30, 1997
                                           ----------------------------------------------  -----------------------------------------
                                                                                Average                                      Average
                                               Average                          Yield/         Average                       Yield/
                                               Balance           Interest        Cost          Balance          Interest      Cost
                                           ---------------   ---------------  -----------  ---------------  -------------  ---------
                                                               (Taxable-Equivalent Interest and Rates, in thousands) (1)
<S>                                        <C>                <C>             <C>          <C>              <C>            <C>
   Assets:
   Interest-earning assets:
        Mortgage loans (2)                 $  9,031,452      $    599,734        8.85%     $   7,977,800    $    533,820      8.92%
        Other loans (2)                          30,140             1,881        8.32             27,099           1,665      8.19
        Money market investments (3)          1,072,201            44,929        5.60            637,120          26,510      5.56
        Securities (4)                        1,981,811            88,017        5.92          3,552,685         163,614      6.15
        Trading assets                            4,577               188        5.49              1,463              71      6.49
        Other interest-earning assets           119,493             8,310        9.30            108,925           7,742      9.50
                                           ---------------   ---------------               ---------------  -------------
            Total interest-earning assets    12,239,674           743,059        8.10         12,305,092         733,422      7.95
                                                             ---------------                                -------------
   Non-interest earning assets (5)              869,138                                          908,578
                                           ---------------                                 ---------------
            Total assets                   $ 13,108,812                                    $  13,213,670
                                           ---------------                                 ---------------
                                           ---------------                                 ---------------

   Liabilities & Stockholders' Equity:
   Interest-bearing liabilities:
         Savings                           $  1,666,824            30,452        2.44%     $   1,853,448          35,854      2.59%
         N.O.W.                                 325,497             3,003        1.23            331,920           4,235      1.71
         Money market and variable rate
           savings                            2,175,047            53,840        3.31          2,301,705          57,836      3.36
         Term certificates of deposit         6,506,515           260,442        5.35          6,503,322         254,509      5.23
         Mortgagors' escrow                     143,753             1,068        0.99             91,990             772      1.12
         Trading liabilities                      2,362                93        5.26              1,637              73      5.96
         Securities sold under agreements
           to repurchase                        107,798             3,994        4.95            206,965           7,018      4.53
         Long term debt                         199,844            10,406        6.94             56,579           2,929      6.90
         Guaranteed preferred beneficial
           interest in Company's junior
           subordinated debentures              199,725            13,719        9.16             87,284           5,996      9.16
                                           ---------------   ---------------               ---------------  -------------
             Total interest-bearing
               liabilities                   11,327,365           377,017        4.45         11,434,850         369,222      4.32
                                                             ---------------                                -------------
   Other liabilities (6)                        398,183                                          399,962
                                           ---------------                                 ---------------
             Total liabilities               11,725,548                                       11,834,812

   Preferred shares of subsidiary                   ---                                            3,629
   Stockholders' equity                       1,383,264                                        1,375,229
                                           ---------------                                 ---------------
             Total liabilities, preferred
               shares of subsidiary and
               stockholders' equity        $ 13,108,812                                    $  13,213,670
                                           ---------------                                 ---------------
                                           ---------------                                 ---------------

   Net interest income/interest rate 
     spread (7)                                              $    366,042         3.65%                    $     364,200     3.63%
                                                             -------------        -----                    -------------     ------
                                                             -------------        -----                    -------------     ------
   Net interest-earning assets/net
     interest margin (8)                   $    912,309                           3.98%    $     870,242                      3.94%
                                           ---------------                        -----    ---------------                   ------
                                           ---------------                        -----    ---------------                   ------
   Interest-earning assets to
     interest-bearing liabilities                                                 1.08x                                       1.08x
                                                                                  -----                                      ------
                                                                                  -----                                      ------

</TABLE>


(1)  The Company's incremental tax rate used to adjust tax-exempt interest to a
     taxable-equivalent basis was 45.0% and 44.3% for the nine months ended
     September 30, 1998 and 1997.
(2)  In computing the average balances and average yield on loans, non-accruing
     loans and loans held for sale have been included.
(3)  Includes interest-bearing deposits in other banks, federal funds sold and
     securities purchased under agreements to resell.
(4)  The average yield does not give effect to changes in fair value that are
     reflected as a component of stockholders' equity.
(5)  Includes goodwill, banking premises and equipment, net, net deferred tax
     assets, accrued interest receivable, and other miscellaneous
     non-interest-earning assets.
(6)  Includes accrued interest payable, accounts payable, official checks drawn
     against the Bank, accrued expenses, and other miscellaneous
     non-interest-bearing obligations of the Company.
(7)  Net interest rate spread represents the difference between the average
     yield on interest-earning assets and the average cost of interest-bearing
     liabilities.
(8)  Net interest margin represents net interest income on a taxable-equivalent
     basis, divided by average interest-earning assets.


                                       16
<PAGE>



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

Rate/Volume Analysis

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


<TABLE>
<CAPTION>

                                                        Quarter Ended Sept. 30, 1998           Nine Months Ended Sept. 30, 1998
                                                                 Compared to                              Compared to
                                                        Quarter Ended Sept. 30, 1997           Nine Months Ended Sept. 30, 1997
                                                             Increase/(Decrease)                      Increase/(Decrease)
                                                    --------------------------------------   --------------------------------------
                                                             Due to                                   Due to
                                                    -------------------------                -------------------------
                                                     Average       Average        Net         Average       Average        Net
                                                      Volume        Rate         Change        Volume        Rate         Change
                                                    -----------  ------------  -----------   -----------  ------------  -----------
                                                                                    (In thousands)
<S>                                                 <C>          <C>            <C>          <C>          <C>           <C>
Interest-earning assets:
     Mortgage loans (1)                             $   16,376     $  (2,814)  $   13,562    $   69,997     $  (4,083)   $  65,914
     Other loans (1)                                        32            26           58           190            26          216
     Money market investments (2)                        1,884           (50)       1,834        18,230           189       18,419
     Securities                                        (13,855)       (1,415)     (15,270)      (70,149)       (5,448)     (75,597)
     Trading assets                                        114           ---          114           130           (13)         117
     Other interest-earning assets                         217           435          652           738          (170)         568
                                                    -----------  ------------  -----------   -----------  ------------  -----------
          Total interest earned on assets                4,768        (3,818)         950        19,136        (9,499)       9,637
                                                    -----------  ------------  -----------   -----------  ------------  -----------

Interest-bearing liabilities:
     Savings                                            (1,273)         (106)      (1,379)       (3,481)       (1,921)      (5,402)
     N.O.W.                                                (40)         (387)        (427)          (80)       (1,152)      (1,232)
     Money market and variable rate savings               (242)         (593)        (835)       (3,049)         (947)      (3,996)
     Term certificates of deposit                          (66)          153           87           993         4,940        5,933
     Mortgagors' escrow                                    126            (2)         124           393           (97)         296
     Trading liabilities                                    58           ---           58            30           (10)          20
     Securities sold under agreements to
        repurchase                                      (2,995)           (2)      (2,997)       (3,624)          600       (3,024)
     Long term debt                                        523            17          540         7,477           ---        7,477
     Guaranteed  preferred beneficial interest
        in Company's junior subordinated debentures        ---             1            1         7,724            (1)       7,723
                                                    -----------  ------------  -----------   -----------  ------------  -----------
               Total interest paid on liabilities       (3,909)         (919)      (4,828)        6,383         1,412        7,795
                                                    -----------  ------------  -----------   -----------  ------------  -----------
   Net change in net interest income                $    8,677    $   (2,899)    $  5,778    $   12,753   $   (10,911)  $    1,842
                                                    -----------  ------------  -----------   -----------  ------------  -----------
                                                    -----------  ------------  -----------   -----------  ------------  -----------
</TABLE>

------------
(1)  In computing the volume and rate components of net interest income for
     loans, non-accrual loans and loans held for sale have been included.
(2)  Includes interest-bearing deposits in other banks, federal funds sold and
     securities purchased under agreements to resell.

                                       17
<PAGE>


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

Provision for Possible Loan Losses

The provision for possible loan losses decreased by $2.7 million, or 49.5%, to
$2.7 million for the third quarter of 1998, and by $4.9 million, or 33.3%, to
$9.9 million in the first nine months of 1998, from $5.4 million and $14.8
million, respectively, for the comparable 1997 periods. The provision exceeded
net charge-offs by $1.0 million for the third quarter of 1998 and by $3.0
million for the first nine months of 1998. The resulting increase to the
allowance for loan losses is made in recognition of the growth in the loan
portfolio.

Non-Interest Income

Non-interest income increased by $1.0 million, or 7.7%, to $13.4 million for the
third quarter of 1998 and decreased by $4.0 million, or 9.4%, to $39.0 million
in the first nine months of 1998 from $12.4 million and $43.0 million,
respectively, in the comparable 1997 periods. The nine months ended September
30, 1997 results include a $5.9 million gain on the sale of two banking offices
and a $2.4 million gain on the sale of bank owned properties. Excluding these
non-recurring gains, non-interest income increased $4.2 million, or 12.2%, for
the 1998 period compared to the 1997 period.

Banking fees and commissions rose $1.5 million, or 28.1%, to $6.7 million for
the third quarter of 1998 and by $3.9 million, or 24.9%, to $19.8 million in the
first nine months of 1998 from $5.2 million and $15.9 million, respectively, in
the comparable 1997 periods. The increases reflect a rise in fee income
generated from the further development of services and products, such as the
sales of annuities and mutual funds.


Non-Interest Expense

Non-interest expense decreased by $3.1 million, or 4.7%, to $63.6 million in the
current quarter, and by $1.2 million, or 0.6 %, to $202.4 million in the first
nine months of 1998 as compared to $66.7 million and $203.6 million for the
comparable 1997 periods. The results from the first nine months of 1998 include
a non-recurring charge of $8.3 million in personnel expense related to the
retirement of senior executives. The results from the first nine months of 1997
include a pre-tax restructuring charge of $2.5 million relating to the transfer
of mortgage servicing from New York to Georgia. Excluding these non-recurring
charges, non-interest expense fell $7.0 million, or 3.5%, for the first nine
months of 1998, as compared to the comparable 1997 period.

The Company's emphasis on maintaining tight expense controls resulted in
reductions in advertising expense and other administrative expense and
essentially flat salary expense. Advertising expense fell by $0.5 million, or
24.7%, in the third quarter of 1998 and by $1.6 million, or 24.7%, in the first
nine months of 1998 versus the comparable periods in 1997. Other administrative
expense remained flat at $10.2 million in both the third quarters of 1998 and
1997, but fell by $1.6 million, or 4.9%, in the first nine months of 1998 as
compared to the comparable 1997 period. Salary expense fell by $0.9 million, or
4.1%, in the third quarter of 1998 and by $0.5 million, or 0.7%, in the first
nine months of 1998, versus the comparable 1997 periods.



                                       18
<PAGE>


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

ORE income, net, increased by $1.6 million in the third quarter of 1998 and by
$3.8 million in the first nine months of 1998 versus the comparable 1997
periods. The increase reflects a reduction in ORE operating expenses due to a
decline in the portfolio of foreclosed properties in the 1998 periods versus the
1997 periods.

ESOP and stock plans expense rose $0.5 million, or 9.9%, in the third quarter of
1998 and $2.6 million, or 18.2%, in the first nine months of 1998 primarily as a
result of a higher average market price of the Company's stock during the 1998
periods versus the 1997 periods.

Income Tax Expense

Income tax expense increased by $5.1 million, or 23.6%, to $26.9 million in the
current quarter and decreased by $0.3 million, or 0.3%, to $71.9 million in the
first nine months of 1998, from $21.8 million and $72.2 million for the
comparable periods of 1997. The rise in the current quarter compared with 1997
is primarily due to a $12.5 million, or 21.7%, increase in income before income
taxes and by an increase in the effective tax rate from 37.66% in the 1997
quarter to 38.25% in the 1998 quarter. The decrease in the first nine months of
1998 compared with 1997 is due to a decrease in the effective tax rate from
39.43% in the 1997 period to 38.18% in the 1998 period, partially offset by a
$5.4 million, or 2.9%, increase in income before income taxes.

Financial Condition

Total assets were $13.61 billion at September 30, 1998 compared to $13.08
billion at December 31, 1997. Net loans receivable held for investment rose
$427.8 million to $9.22 billion at September 30, 1998 from $8.80 billion at
December 31, 1997. Loans receivable held for sale increased $762.0 million to
$767.5 million at September 30, 1998, from $5.5 million at December 31, 1997
primarily as a result of the acquisition of $763.5 million in loans originated
by BAHS after the signing of the purchase agreement on April 13, 1998, until the
closing on September 30, 1998. Goodwill increased by $446.9 million to $1.02
billion from $0.58 billion, primarily as a result of the addition of $481.6
million in tax deductible goodwill resulting from the BAHS acquisition. The
securities and money market portfolio decreased $1.42 billion to $1.65 billion
at September 30, 1998 from $3.07 billion at December 31, 1997, primarily as a
result of the use of proceeds from the maturities and sales of securities to
fund loan originations, repurchases of the Company's stock, and the acquisition
of BAHS.

                                       19
<PAGE>


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

Interest Rate Sensitivity Gap Analysis

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

<TABLE>
<CAPTION>

                                                                      Repricing Periods
                                  ------------------------------------------------------------------------------------------
                                                                                 More than
                                     Three     More than       More than          one year
                                    months    three months     six months         to three     More than
                                    or less   to six months    to one year          years     three years        Total
                                  ----------  -------------    -----------       ----------   -----------        -----
                                                                        (in millions)

<S>                                <C>         <C>             <C>               <C>          <C>              <C>
Total loans, net                   $ 1,806     $   633         $   1,101          $ 1,964      $  4,478         $ 9,982
Money market investments (1)           245         --                --               --            --              245
Securities held to maturity              3         --                --               --              1               4
Securities available for sale          532         125               119              306           320           1,402
Other interest earning assets          119         --                --               --            --              119
                                   -------     -------         ---------          -------       -------         -------
 Total interest earning assets       2,705         758             1,220            2,270         4,799          11,752
                                   -------     -------         ---------          -------       -------         -------

Cash and due from banks                109         --                --              --             --              109
Servicing assets                         1         --                --                3            109             113
Goodwill                                19          20                40             157            788           1,024
Other non interest earning assets      615         --                --              --             --              615
                                   -------     -------         ---------          -------       -------         -------
          Total assets             $ 3,449     $   778         $   1,260          $ 2,430       $ 5,696         $13,613
                                   -------     -------         ---------          -------       -------         -------
                                   -------     -------         ---------          -------       -------         -------
Term certificates of deposit       $ 1,240     $   977         $   2,596          $ 1,527       $   198         $ 6,538
Core deposits                          265         259               527            1,870         1,393           4,314
                                   -------     -------         ---------          -------       -------         -------
          Total deposits             1,505       1,236             3,123            3,397         1,591          10,852
                                   -------     -------         ---------          -------       -------         -------

Mortgagors' escrow                       9           8                17               68            50             152
Securities sold under agreements
  to repurchase                        --          --                --               100           --              100
Long term debt                         --          --                --              --             200             200
Guaranteed preferred beneficial
  interest in Company's junior
  subordinated debentures              --          --                --              --             200             200
Other liabilities                      317         --                --              --             --              317
Stockholders' equity                   --          --                --              --           1,792           1,792
                                   -------     -------         ---------          -------       -------         -------
     Total liabilities and         
       stockholders' equity        $ 1,831     $ 1,244         $   3,140          $ 3,565       $ 3,833         $13,613
                                   -------     -------         ---------          -------       -------         -------
                                   -------     -------         ---------          -------       -------         -------
Off balance sheet financial 
  instruments                      $ 1,400     $   --          $    (300)         $   --       $ (1,100)        $   --
                                   -------     -------         ---------          -------       -------         -------
                                   -------     -------         ---------          -------       -------         -------
Interest rate sensitivity gap      $ 3,018     $  (466)        $  (2,180)         $(1,135)     $    763

Cumulative gap                     $ 3,018     $ 2,552         $     372          $  (763)

    Interest  rate sensitivity 
      gap as a percentage of         22.17%      (3.42)%          (16.01)%          (8.34)%        5.60%
      total assets

    Cumulative gap as a percentage 
      of total assets                22.17%     18.75%              2.73%           (5.60)%


</TABLE>


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


                                       20
<PAGE>


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

Market Risk Management

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

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

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

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

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

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


                                       21
<PAGE>


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

The use of interest rate instruments such as interest rate swaps is integrated
into the Company's interest rate risk management. The Bank enters into interest
rate swap contracts in managing the interest rate risk associated with its
fixed-rate mortgages and variable rate securities in its investment portfolio.
The notional amounts of these contracts approximate $1.4 billion and $475
million at September 30, 1998 and December 31, 1997, respectively, and are not
reflected in the Company's balance sheet. These contracts have an average term
of approximately four and one half years. Under the terms of these contracts,
the Bank pays an average fixed rate of 5.96% and receives an average variable
rate of 5.66% on the swaps hedging the fixed rate loan portfolio. The notional
amounts of derivatives do not represent amounts exchanged by the parties and,
thus, are not a measure of the Company's exposure through its use of
derivatives. The amounts exchanged are determined by reference to the notional
amounts and the other terms of the derivatives. These instruments are included
in the interest rate sensitivity table for purposes of analyzing interest rate
risk. However, these relationships do not consider the impact that rate
movements might have on other components of the Bank's risk profile; for
example, an increase in interest rates, while implying that earnings will rise
in a positive gap period, might also result in higher credit or default risk due
to a higher probability of borrowers being unable to pay the contractual
payments on loans. Likewise, a decrease in rates might result in an increase in
the risk that funds received from loan prepayments cannot be reinvested at rates
and spreads earned on earlier investments and loan originations.

As of September 30, 1998, the cumulative volume of assets maturing or repricing
within one year exceeded liabilities by $372.3 million, or 2.73% of assets,
implying modest current-year income sensitivity to movements in the level of
interest rates.

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

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

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

At September 30, 1998, based on this model, the Company's potential earnings at
risk to a gradual, parallel 200 basis point rise in market interest rates over
the next 12 months on instruments held for other than trading purposes was
approximately 0.9% of projected 12 month earnings.


                                       22
<PAGE>


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

Non-Performing Assets

The Company's asset quality improved during the nine months ended September 30,
1998, as non-performing assets decreased by 18.6%. The ratio of non-performing
loans to total loans held for investment fell to 3.16% at September 30, 1998
from 3.97% at December 31, 1997 while the ratio of non-performing assets to
total assets fell to 2.27% at September 30, 1998 from 2.90% at December 31,
1997.

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

<TABLE>
<CAPTION>

                                                      September 30,          December 31,
                                                          1998                   1997
                                                     -----------------      ------------------
                                                                 (In thousands)

<S>                                                  <C>                    <C>
 Mortgage loans secured by:
      Residential one-to-four family                 $         231,565      $         271,029
      Residential multi-family                                  37,687                 45,985
      Commercial property                                       26,022                 37,977
 Other loans                                                        93                     95
                                                     -----------------      ------------------
 Total non-performing loans (1)                                295,367                355,086
                                                     -----------------      ------------------
 Total other real estate owned, net                             13,108                 24,036
                                                     -----------------      ------------------
      Total non-performing assets                   $          308,475     $          379,122
                                                     -----------------      ------------------
                                                     -----------------      ------------------

</TABLE>


(1)  Includes $10.9 million and $24.3 million of non-accrual mortgage
     loans under 90 days past due at September 30, 1998 and December
     31, 1997, respectively.

Allowance for Possible Loan Losses

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

<TABLE>
<CAPTION>

                                                                Quarter Ended                   Nine Months Ended
                                                               September 30,                      September 30,
                                                      ---------------------------------- ----------------------------------
                                                           1998              1997             1998              1997
                                                      ----------------  ---------------- ----------------  ----------------

<S>                                                    <C>              <C>              <C>               <C>
          Balance beginning of period                  $   111,000      $   107,000      $   109,000       $   105,000
          Provision charged to income                        2,714            5,376            9,896            14,837
          Charge-offs                                       (1,934)          (4,691)          (7,357)          (12,406)
          Recoveries                                           220              315              461               569
                                                      ----------------  ---------------- ----------------  ----------------
          Balance end of period                        $   112,000      $   108,000      $   112,000       $   108,000
                                                      ----------------  ---------------- ----------------  ----------------
                                                      ----------------  ---------------- ----------------  ----------------

</TABLE>








                                       23
<PAGE>


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

Capital Ratios

The Company's ratio of period-end stockholders' equity to ending total assets
increased to 13.17% at September 30, 1998, compared to 9.70% at December 31,
1997 as a result of the inclusion of the net proceeds from the offering of
GreenPoint common stock in stockholders' equity at September 30, 1998.

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 September 30, 1998, that the Company
and the Bank meet all capital adequacy requirements to which it is subject.



                                       24
<PAGE>


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

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

<TABLE>
<CAPTION>


                                                                                             Required For Capital
                                                               Actual                         Adequacy Purposes
------------------------------------------------ ----------------------------------- -- ----------------------------
(In millions)                                        Amount              Ratio             Amount            Ratio
------------------------------------------------ --------------- ---------------- -- ------------- --- -------------
<S>                                              <C>             <C>                 <C>               <C>
As of September 30, 1998
Total Capital
     (to Risk Weighted Assets):
     Company                                           $1,036.6           14.08%          $ 589.0             8.00%
     Bank                                                 841.7           11.48%            586.6             8.00%
Tier 1 Capital
     (to Risk Weighted Assets):
     Company                                           $  944.3           12.83%          $ 294.4             4.00%
     Bank                                                 749.8           10.22%            293.5             4.00%
Tier 1 Capital
     (to Average Assets):
     Company                                           $  944.3            7.74%          $ 488.0             4.00%
     Bank                                                 749.8            6.19%            484.5             4.00%

</TABLE>


<TABLE>
<CAPTION>

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

</TABLE>






                                       25
<PAGE>


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


Impact of the Year 2000

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

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

The Company has also initiated formal communications with all of its suppliers
and service providers (including hardware, software, processing, voice and data
communication, facility components and services) to determine the extent to
which the Company is vulnerable to those third parties' failure to remediate
their respective Year 2000 issue. The Company is working with each of these
third parties to facilitate remediation of the Year 2000 issue and will actively
participate in testing of each system to ensure Year 2000 compliance. However,
there can be no guarantee that the systems of third parties, upon which the
Company relies, will be timely remediated, or that a failure to remediate by a
third party would not have a materially adverse effect on the Company. To the
extent that the Company does not receive adequate response from its suppliers
and service providers, it will develop contingency plans intended to mitigate
the possible disruption of critical business operations. These contingency plans
will be completed no later than March 31, 1999. The Company will utilize both
internal and external resources for the Year 2000 project.

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



                                       26
<PAGE>


                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES

PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

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

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



                                       27
<PAGE>


                   GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES


Item 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


  (b)      Reports on Form 8-K

           On October 5, 1998, GreenPoint Financial Corp. filed a
           current report on Form 8-K reporting that on September 30,
           1998, GreenPoint Bank ("the Bank") had completed its
           acquisition of the manufactured housing loan business of
           BankAmerica Housing Services, a division of Bank of America,
           FSB, a wholly-owned subsidiary of BankAmerica Corporation
           ("BankAmerica"), pursuant to a Stock Purchase Agreement,
           dated as of April 11, 1998, as amended, by and between the
           Bank and BankAmerica.




                                       28
<PAGE>


SIGNATURES

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

                                         GreenPoint Financial Corp.



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




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






Dated November 11, 1998

                                       29