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                                                                   Exhibit 10.33


                                Amendment to the
                    Dime Bancorp, Inc. 1992 Stock Option Plan

                          Effective September 19, 1997

            1. Sections 9 through 17 of the Plan shall be renumbered as Sections
10 through 18, respectively, and a new Section 9 is added to read as follows:

            "9. CHANGE IN CONTROL

                  (a) Unless otherwise determined by the Committee at the time
            of grant or by amendment (with the holder's consent) of such grant,
            in the event of a Change in Control, as defined in Section 9(b)
            below, and solely with respect to awards held by an individual in
            service with Dime Bancorp, Inc., The Dime Savings Bank of New York,
            FSB or any subsidiary thereof at the time of the Change in Control,
            all outstanding stock options awarded under the Plan shall become
            fully exercisable and vested.

                  (b) A "Change in Control" shall mean the occurrence of any of
            the following events:

                  (I) any Person is or becomes the Beneficial Owner, directly or
                  indirectly, of securities of Dime Bancorp, Inc. (the
                  "Company") (not including in the securities beneficially owned
                  by such Person any securities acquired directly from the
                  Company or its Affiliates) representing 35% or more of the
                  combined voting power of the Company's then outstanding
                  securities;

                  (II) the following individuals cease for any reason to
                  constitute a majority of the number of directors then serving
                  as directors of the Company: individuals who, on July 24,
                  1997, constitute the Board of Directors of the Company and any
                  new director (other than a director whose initial assumption
                  of office is in connection with the settlement of an actual or
                  threatened election contest, including but not limited to a
                  consent solicitation, relating to the election of directors of
                  the Company) whose appointment or election by the Board of
                  Directors of the Company or nomination for election by the
                  Company's stockholders was approved or recommended by a vote
                  of at least two-thirds (2/3) of the directors then still in
                  office who either were directors on
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                  July 24, 1997 or whose appointment, election or nomination for
                  election was previously so approved or recommended;

                  (III) there is consummated a merger or consolidation of the
                  Company or any direct or indirect subsidiary of the Company
                  with any other corporation or entity, other than (A) a merger
                  or consolidation which would result in the voting securities
                  of the Company outstanding immediately prior to such merger or
                  consolidation continuing to represent (either by remaining
                  outstanding or by being converted into voting securities of
                  the surviving entity or any Parent thereof), in combination
                  with the ownership of any trustee or other fiduciary holding
                  securities under an employee benefit plan of the Company or
                  any subsidiary of the Company, at least 65% of the combined
                  voting power of the securities of the Company, such surviving
                  entity or any Parent thereof outstanding immediately after
                  such merger or consolidation or (B) a merger or consolidation
                  effected solely to implement a recapitalization of the Company
                  or The Dime Savings Bank of New York, FSB (the "Bank") (or
                  similar transaction) in which no Person is or becomes the
                  Beneficial Owner, directly or indirectly, of securities of the
                  Company or the Bank (not including in the securities
                  beneficially owned by such Person any securities acquired
                  directly from the Company or its Affiliates) representing 35%
                  or more of the combined voting power of the Company's or the
                  Bank's then outstanding securities; or

                  (IV) the stockholders of the Company or the Bank approve a
                  plan of complete liquidation or dissolution of the Company or
                  the Bank, respectively, or there is consummated a sale or
                  disposition by the Company or any of its subsidiaries of any
                  assets which individually or as part of a series of related
                  transactions constitute all or substantially all of the
                  Company's consolidated assets (provided that, for these
                  purposes, a sale of all or substantially all of the voting
                  securities of the Bank or a Parent of the Bank shall be deemed
                  to constitute a sale of substantially all of the Company's
                  consolidated assets), other than any such sale or disposition
                  to an entity at least 65% of the combined voting power of the
                  voting securities of which are owned by stockholders of the
                  Company in substantially
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                  the same proportions as their ownership of the voting
                  securities of the Company immediately prior to such sale or
                  disposition.

                  As used in connection with the foregoing definition of Change
            in Control, "Affiliate" shall have the meaning set forth in Rule
            12b-2 promulgated under Section 12 of the Exchange Act; "Beneficial
            Owner" shall have the meaning set forth in Rule 13d-3 under the
            Exchange Act; "Exchange Act" shall mean the Securities Exchange Act
            of 1934, as amended from time to time; "Parent" shall mean any
            entity that becomes the Beneficial Owner of at least 80% of the
            voting power of the outstanding voting securities of the Company or
            of an entity that survives any merger or consolidation of the
            Company or any direct or indirect subsidiary of the Company; and
            "Person" shall have the meaning given in Section 3(a)(9) of the
            Exchange Act, as modified and used in Sections 13(d) and 14(d)
            thereof, except that such term shall not include (i) the Company or
            any of its subsidiaries, (ii) a trustee or other fiduciary holding
            securities under an employee benefit plan of the Company or any of
            its Affiliates, (iii) an underwriter temporarily holding securities
            pursuant to an offering of such securities, or (iv) a corporation or
            entity owned, directly or indirectly, by the stockholders of the
            Company in substantially the same proportions as their ownership of
            stock of the Company."