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                                    BY-LAWS

                                       OF

                               DIME BANCORP, INC.
                            (a Delaware corporation)
                             ---------------------- 


                                   ARTICLE I

                                    OFFICES

          SECTION 1.  Registered office.  The registered office of the Company
in the State of Delaware shall be in the City of Dover, County of Kent.

          SECTION 2.  Additional offices.  The Company may also have offices and
places of business at such other places, within and outside the State of
Delaware, as the Board of Directors ("Board") may from time to time determine.


                                   ARTICLE II

                            MEETINGS OF STOCKHOLDERS

          SECTION 1.  Place of meetings.  All annual and special meetings of
stockholders shall be held at such place, within or outside the State of
Delaware, as shall be designated from time to time by the Board and stated in
the notice of the meeting.

          SECTION 2.  Annual meetings.  All regular meetings of the stockholders
of the Company for the election of Directors or for any other purpose shall be
held annually (i) on the fourth Friday in April if not a legal holiday (and if a
legal holiday, then on the first day following that is not a legal holiday) at
10:00 a.m.; or (ii) at such other date and time as the Board may determine.

          SECTION 3.  Special meetings.  Special meetings of the stockholders of
the Company for any purpose or purposes may be called by the Chairman of the
Board of Directors (or, if there is no such Chairman, by the Chief Executive
Officer of the Company) with the approval of a majority of the Directors then in
office, or by the Secretary of the Company at the written request of a majority
of the Directors then in office.

          SECTION 4.  Conduct of meetings.  The Chief Executive Officer of the
Company or, in his or her absence, the President of the Company or, in his or
her absence, such person as the Board may have designated shall call to order
any meeting of the stockholders and act as chairman of the meeting.  Subject to
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Sections 13 and 14 of this Article II, annual and special meetings of the
stockholders shall be conducted in accordance with customary practices and
procedures as determined by the chairman of the meeting.

          SECTION 5.  Notice of meetings.  Written notice of every meeting of
the stockholders, stating the place, date and hour of the meeting and, in the
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be given not less than 10 nor more than 60 days before the date of
the meeting, either personally or by mail, by or at the direction of the Chief
Executive Officer, the President or the Secretary, or the Directors calling the
meeting, to each stockholder entitled to vote at such meeting or entitled to
notice of such meeting, except as otherwise provided herein, in the Certificate
of Incorporation, in a certificate of designation with respect to any series of
preferred stock or by law.  If mailed, such notice shall be deemed to be
delivered when deposited in the mail, postage prepaid, addressed to the
stockholder at his or her address as it appears on the stock transfer books or
records of the Company as of the record date prescribed in Section 6 of this
Article II.  When any stockholders' meeting, either annual or special, is
adjourned for 30 days or more or if a new record date is fixed, notice of the
adjourned meeting shall be given as in the case of an original meeting.  It
shall not be necessary to give any notice of the time and place of any meeting
adjourned for less than 30 days or the business to be transacted at such
adjourned meeting, other than an announcement at the meeting at which such
adjournment is taken.

          SECTION 6.  Fixing of record date.  For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof or stockholders entitled to receive payment of any
dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion, or exchange of stock,
or in order to make a determination of stockholders for any other purpose, the
Board shall fix in advance a date as the record date for any such determination
of stockholders.  Such date in any case shall be not more than 60 days and, in
case of a meeting of stockholders, not less than 10 days prior to, the date on
which the particular action requiring such determination of stockholders is to
be taken.  When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this Section 5, such
determination shall also apply to any adjournment of such meeting unless the
Board, at its discretion, fixes a new record date for the adjourned meeting.

          SECTION 7.  Voting lists.  (a)  At least 10 days before each meeting
of the stockholders, the officer or agent having charge of the stock transfer
books for shares of the Company shall make a complete list of the stockholders
entitled to vote

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at such meeting or any adjournment thereof, arranged in alphabetical order
with the address and the number of shares held by each.  This list of
stockholders shall be open to inspection by any stockholder, for any lawful
purpose germane to such meeting, at any time during usual business hours for a
period of 10 days prior to such meeting, either at a place within the city where
the meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept open at the time and place of the
meeting and shall be subject to the inspection of any stockholder during the
entire time of the meeting.  The original stock transfer book shall constitute
prima facie evidence as to who are the stockholders entitled to examine such
list or transfer books or to vote at any meeting of stockholders.

          (b) The Company may require any stockholder making a request for
inspection of the list of stockholders entitled to vote at a meeting to provide
a written representation as to the purpose for such request in order that the
Company may determine whether such purpose is lawful and germane to such
meeting.  Such written representation shall also state that the list of stock-
holders shall not be used for any purpose other than the purpose set forth
therein.

          (c) No stockholder who inspects the Company's list of stockholders
pursuant to this Section 7 or otherwise shall have the right to make copies or
prepare extracts of such list (unless and only to the extent that the Company is
required by applicable law to allow the making of such copies or the preparation
of such extracts).

          SECTION 8.  Quorum.  A majority of the outstanding shares of the
Company entitled to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of stockholders. If less than a majority of the outstanding
shares are represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without notice other than announcement
at the meeting.  At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted that might have been transacted at
the meeting as originally notified.  The stockholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

          SECTION 9.  Proxies.  At all meetings of stockholders, a stockholder
may vote by proxy in accordance with (S) 212 of the Delaware General Corporation
Law.

          SECTION 10.  Voting.  The vote upon any question brought before a
meeting of the stockholders may be a voice vote,

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unless the holders of a majority of the outstanding shares of all classes of
stock entitled to vote thereon present in person or by proxy at such meeting
shall otherwise determine.  When a quorum is present at any meeting, the vote of
the holders of a majority of the stock that has voting power present in person
or represented by proxy (for this purpose, shares abstaining and "broker non-
votes" shall be deemed to be present at such meeting) shall decide any question
properly brought before such meeting, unless the question is one upon which by
express provision of law, the Certificate of Incorporation, a certificate of
designation of any series of preferred stock or these By-laws a different vote
is required, in which case such express provision shall govern and control the
decision of such question.  Notwithstanding the above, in the case of any
proposal submitted to the stockholders for the purpose, as determined by the
Board of Directors, which is not required to be the sole purpose, of satisfying
any term or condition of the Securities Exchange Act of 1934, as amended, or the
Internal Revenue Code of 1986, as amended, any successors to such statutes or
any rules or regulations promulgated thereunder or any other law or regulation
applicable to the Company, the vote (and the manner of calculating such vote)
required for purposes of these By-laws with respect to such proposal shall be
the vote (and the manner of calculating such vote) required to satisfy the
applicable term or condition.

          SECTION 11.  Voting of shares in the name of two or more persons.
When share ownership stands in the name of two or more persons, in the absence
of written directions to the Company to the contrary from all of such owners, at
any meeting of the stockholders of the Company any one or more of such
stockholders may cast, in person or by proxy, all votes to which such owner-
ship is entitled.  If an attempt is made to case conflicting votes, in person or
by proxy, by the several persons in whose names shares of stock stand, the vote
or votes to which those persons are entitled shall be cast as directed by a
majority of those holding such shares and present in person or by proxy at such
meeting, but no votes shall be case for such stock if a majority cannot agree.

          SECTION 12.  Voting of shares by certain holders. (a)  Shares standing
in the name of a corporation may be voted by any officer, agent or proxy as the
By-laws of such corporation may prescribe or, in the absence of such provision,
as the board of directors of such corporation may determine.  Shares held by an
administrator, executor, guardian or conservator may be voted by him or her,
either in person or by proxy, without a transfer of such shares into his or her
name.  Shares standing in the name of a trustee may be voted by him or her,
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him or her without a transfer of such shares into his or her name.
Shares standing in the name of a receiver may be voted by such receiver without
the transfer of such shares into his or her

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name if authority to do so is contained in an appropriate order of the court or
other public authority by which such receiver was appointed.

          (b) Treasury shares of the Company's stock held by the Company shall
not be voted at any meeting or counted in determining the total number of
outstanding shares at any given time for purposes of any meeting.

          SECTION 13.  Nominations.  (a)  No nominations for Directors except
those made by the Board shall be voted upon at the annual meeting other than
nominations made by any stockholder entitled to vote in the election of
Directors who gives written notice of such stockholder's intent to make such
nomination or nominations, either by personal delivery or by United States mail,
postage prepaid, to the secretary of the Company:

          (1)  with respect to an election to be held at an annual meeting of
               stockholders, not less than 60 days nor more than 90 days in
               advance of (a) with respect to the 1995 annual meeting, March 22,
               1995; and (b) with respect to each subsequent annual meeting, the
               anniversary of the date of the notice of meeting mailed to
               stockholders in connection with the previous year's annual
               meeting of stockholders; and

          (2)  with respect to an election to be held at a special meeting of
               stockholders for the election of Directors, not later than the
               close of business on the seventh day following the day on which
               notice of such meeting is first given to stockholders.

          Each such notice of a stockholder's intent to make such nomination or
nominations shall set forth:

          (1)  the name and address of the stockholder who intends to make the
               nomination or nominations and of the person or persons to be
               nominated;

          (2)  a representation that the stockholder is a holder of record of
               stock of the Company entitled to vote at such meeting and intends
               to appear in person or by proxy at the meeting to nominate the
               person or persons specified in the notice, and a statement of the
               number of shares owned by such stockholder, beneficially and of
               record;

          (3)  a description of all arrangements or understandings between such
               stockholder and each nominee and any other person or persons
               (naming such person or

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               persons) pursuant to which the nomination or nominations is or
               are to be made by the stockholder;

          (4)  such other information regarding each nominee proposed by such
               stockholder as would be required to be included in a proxy
               statement filed pursuant to the proxy rules of the Securities and
               Exchange Commission had the nominee been nominated or intended to
               be nominated by the board of Directors; and

          (5)  the written consent of each nominee to serve as a Director of the
               Company if elected.

The presiding officer of any meeting of the stockholders may refuse to
acknowledge the nomination of any person if not made in compliance with these
By-laws.  Ballots bearing the names of all the persons so nominated by the Board
and by stockholders shall be provided for use at the annual meeting.

          (b) No stockholder nomination for director shall be acknowledged at a
meeting of stockholders unless the stockholder who gave written notice of his or
her intent to make such nomination is present in person or by proxy at such
meeting and makes the nomination.

          SECTION 14.  New business.  (a)  The Board or any stockholder may make
a proposal to be acted upon at an annual meeting of stockholders, provided that
any such proposal by a stockholder is made in writing and delivered either by
personal delivery or by United States mail, postage prepaid, to the secretary
of the Company not less than 60 days nor more than 90 days in advance of (i)
with respect to the 1995 annual meeting, March 22, 1995; and (ii) with respect
to each subsequent annual meeting, the anniversary of the date of the notice of
meeting mailed to stockholders in connection with the previous year's annual
meeting of stockholders.

          Each such stockholder proposal must set forth:

          (1)  the name and address of the stockholder making the proposal;

          (2)  a representation that the stockholder is a holder of record of
               stock of the Company entitled to vote at such meeting and intends
               to appear in person or by proxy at the meeting to move such
               proposal;

          (3)  a brief description of the proposal to be made; and

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          (4)  a description of any material interest (other than proportionally
               as a stockholder) of such stockholder in such proposal.

          (b) Any such proposal may be deemed out of order and need not be
discussed, considered, acted or voted upon or laid over for action at any
meeting of stockholders if the Chief Executive Officer (or such other officer of
the Company who shall preside at the relevant meeting of stockholders)
determines that such proposal was not delivered in compliance with these By-laws
or that such proposal deals or relates to:

          (1)  any action or matter that, if taken or effectuated by the
               Company, would be in violation of, or contrary to, any
               applicable law or regulation or would result in a breach or
               violation by the Company or any contractual obligation;

          (2)  any action or matter that is impossible or beyond the Company's
               power to take or effectuate;

          (3)  any action or matter that is not a proper subject for action by
               the stockholders of the Company;

          (4)  any action or matter involving or relating to the conduct of the
               ordinary business of the Company;

          (5)  any action or matter that is substantially duplicative of, or
               counter to, any business or proposal that is to be considered at
               such meeting of stockholders;

          (6)  any action or matter that has been rendered moot; or

          (7)  the redress of a personal claim or grievance against the Company
               or any other person or entity, or any action or matter that is
               designated to result in a benefit to the stockholder or to
               further a personal interest, which benefit or interest is not
               shared with the other stockholders of the Company at large.

          (c) No more than two proposals from any stockholder or group of
stockholders acting as such may be discussed, considered, acted or voted upon
or laid over for action at any annual or other meeting of stockholders.

          (d) No proposal from a stockholder shall be discussed, considered,
acted or voted upon or laid over for action at an annual or other meeting of
stockholders unless such stockholder

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in present in person or by proxy at such annual or other meeting of
stockholders.

          (e) Proposals to be acted upon at a special meeting of the
stockholders may only be made by the Board or by the person calling such meeting
pursuant to Section 3 of this Article II.


                                  ARTICLE III

                               BOARD OF DIRECTORS

          SECTION 1.  General powers.  The business and affairs of the Company
shall be under the direction of its Board of Directors which may exercise all
such powers of the Company and do all such lawful acts and things as are not by
law or by the Certificate of Incorporation directed or required to be exercised
or done by the stockholders.  The Board shall annually elect a Chairman of the
Board (who shall not be an officer of the Company, unless the Board determines
otherwise) and a Chief Executive Officer and a President (each of whom shall be
officers of the Company) from among its members.  The Board shall designate
the Chairman of the Board and, in his or her absence, the Chief Executive
Officer and, in his or her absence, the President to preside at its meetings in
such manner as shall be determined by the Board.  Any number of such positions
may be held by the same person.

          SECTION 2.  Number and term.  (a)  The Board of Directors shall
consist of not less than seven nor more than 24 members, such number of
Directors to be determined from time to time by resolution adopted by a vote of
a majority of the Directors then in office.

          (b) Except as may be otherwise provided in the Certificate of
Incorporation or a certificate of designation with respect to any series of
preferred stock, the Board shall be divided into three classes as nearly equal
in number as possible. The members of each class shall be elected for a term of
three years and until their successors are elected and qualified.  One class
shall be elected by ballot at each annual meeting of the stockholders.

          (c)  Anything to the contrary in these By-laws or any resolution
adopted by the Board of Directors regarding the age to which Directors may serve
notwithstanding, a Director who was or became a Director upon the merger of
Anchor Bancorp, Inc. with the Company (or a subsidiary thereof) shall be
eligible to serve as a Director until the annual meeting of stockholders next to
occur after his or her 75th birthday (or any subsequent birthday specified in
the Certificate of Incorporation, these By-laws or such a resolution).

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          SECTION 3.  Regular meetings.  Regular meetings of the Board of
Directors may be held at such times and places as the Board shall from time to
time determine and no further notice shall be required to be given.  By action
of the Board at any meeting, or with the written consent of the majority of the
Directors at the time in office, any regular meeting may be omitted.

          SECTION 4.  Special meetings.  Special meetings may be called by the
Chief Executive Officer or the President on at least 24 hours' notice to each
Director, either personally or by facsimile telecommunication, mail or telegram.
Special meetings shall be called by the Chief Executive Officer, the President
or the Secretary in like manner and on like notice within 20 days after receipt
of the written request of one-third of the Directors then in office.

          Any Director may waive notice of any meeting by a writing filed with
the Secretary.  The attendance of a Director at a meeting shall constitute a
waiver of notice of such meeting, except where a Director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.  Neither the business to be
transacted at, nor the purpose of, any meeting of the Board need be specified in
the notice or waiver of notice of such meeting.

          The persons authorized to call special meetings of the Board may fix
any place as the place for holding any special meeting of the Board.

          SECTION 5.  Quorum.  (a)  A majority of the Directors then in office
shall constitute a quorum for the transaction of business at any meeting of the
Board, but if less than such majority is present at a meeting, a majority of the
Directors present may adjourn the meeting from time to time.  Notice of any
adjourned meeting shall be given in the manner prescribed by Section 4 of this
Article III.

          (b) Members of the Board or of any committee may participate in any
meeting of the Board or such committee by means of a conference telephone or
similar communications equipment allowing all persons participating in the
meeting to hear each other.

          SECTION 6.  Manner of acting.  (a)  The act of the majority of the
Directors present at a meeting at which a quorum is present shall be the act of
the Board, unless a greater number is prescribed by law, the Certificate of
Incorporation or these By-laws.

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          (b) In taking action, including, without limitation, action which may
involve or relate to a change or potential change in the control of the Company
or its subsidiaries, a Director shall be entitled to consider, without
limitation, (i) both the long-term and the short-term interests of the Company
and its stockholders and (ii) the effects that the Company's actions may have in
the short-term or in the long-term upon any of the following:

          (1) the prospects for potential growth, development, productivity and
              profitability of the Company and its subsidiaries;

          (2) the Company's current employees;

          (3) the Company's retired employees and other beneficiaries receiving
              or entitled to receive retirement, welfare or similar benefits
              from or pursuant to any plan sponsored, or agreement entered into,
              by the Company;

          (4) the Company's customers and creditors; and

          (5) the ability of the Company to provide, as a going concern,
              products, services, employment opportunities and employment
              benefits and otherwise to contribute to the communities in which
              it does business.

Nothing in this paragraph shall create any duties owed by any Director to any
person or entity to consider or afford any particular weight to any of the
foregoing or abrogate any duty of the Directors, whether statutory or recognized
by common law or court decisions.

          SECTION 7.  Action without a meeting.  Any action required or
permitted to be taken by the Board or any committee at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken, is
signed by all the members of the Board or of such committee.

          SECTION 8.  Resignation.  Any Director may resign from the Board or
any committee at any time by sending a written notice of such resignation to the
Company addressed to the Chairman of the Board, the Chief Executive Officer or
the President. Unless otherwise specified, such resignations shall take effect
upon receipt by the Chairman or the President.

          SECTION 9.  Vacancies.  Any vacancy occurring on the Board or any
newly created position on the Board resulting from an increase in the number of
Directors pursuant to Section 2 of this Article III shall be filled (a) by the
affirmative vote of a

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majority of the Directors then in office, although less than a quorum, or (b) by
the sole remaining Director if there is only one such Director, or (c) in the
event (and only in the event) of the failure of the directors or sole remaining
Director so to act, by the stockholders at the next annual meeting of stock-
holders.  Each Director so chosen shall hold office for the remainder of the
full term expiring at the annual meeting of stockholders at which the term
expires of the class of Directors to which he or she has been elected and until
such Director's successor has been elected and has qualified.  If the number of
Directors is changed, any increase or decrease shall be apportioned among the
three classes of Directors so as to make all classes as nearly equal in number
as possible.  Subject to the preceding sentence,  the increase or decrease may
be allocated to any class or classes the majority of the Directors then in
office selects in its discretion.  No decrease in the number of Directors
constituting the board of Directors shall shorten the term of any incumbent
Director.

          SECTION 10.  Compensation.  Directors, as such, may receive a stated
salary for their services and/or a reasonable fixed sum, and reasonable expenses
of attendance, if any, may be allowed for actual attendance at each regular or
special meeting of the Board or any standing or special committee.  No such
salary or payment shall preclude any Director from serving the Company in any
other capacity and receiving compensation for his or her services.

          SECTION 11.  Removal of Directors.  (a)  At an annual meeting of
stockholders or a special meeting of stockholders called expressly for that
purpose, any Director may be removed for cause by a vote of the holders of 66
2/3 percent of the shares then entitled to vote at an election of Directors.
Cause for removal shall be deemed to exist only if the Director whose removal is
proposed has been convicted of a felony by a court of competent jurisdiction or
has been adjudged by a court of competent jurisdiction to be liable for gross
negligence or misconduct in the performance of such Director's duty to the
Company and such adjudication is no longer subject to direct appeal.

          (b) The Board, by resolution adopted by a vote of a majority of the
Directors then in office, may remove any Director who has been removed by the
appropriate federal banking agency.


                                   ARTICLE IV

                            COMMITTEES OF THE BOARD

          SECTION 1.  Executive Committee.  The standing committee of the Board
of Directors shall be an Executive Committee.  The Executive Committee shall
consist of the Chief

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Executive Officer, the President, and the chairman of each other standing
committee of the Board established pursuant to Section 2 of Article IV of the
By-laws and an additional director taken in rotation.  The term of office of
each such additional director shall be three months.  The Executive Committee
shall have and may exercise, between meetings of the Board of Directors, all the
powers and authority of the Board in the management of the business and affairs
of the Company, including without limitation, the power and authority to declare
a dividend, to authorize the issuance of stock, to adopt a certificate of
ownership and merger and to indemnify directors, and may authorize the seal of
the Company to be affixed to all papers which may require it, except that the
Executive Committee shall not have such power or authority to fill vacancies on
the Board or on any committee of the Board, including the Executive Committee.

          SECTION 2.  Other Committees.  The Board may, by resolution passed by
a majority of the entire Board, designate one or more other standing or other
committees.  Initially, the other standing committees of the Board shall be an
Audit Committee, a Compensation Committee, a Community Reinvestment Act
Committee, a Credit Quality Committee, a Governance and Nominating Committee,
and an Investment Committee.  Each committee shall consist of one or more of the
Directors of the Company as shall be designated by a majority of the whole Board
and shall have such lawfully delegable powers and duties as the Board may
confer.  Each committee shall serve at the pleasure of the Board of Directors.
Except as may otherwise be determined by the Board, the Chief Executive Officer
will have the authority to recommend for the approval of the Board a chairman of
each committee from among the members of such committee.  The Board may
designate one or more Directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.
Except as otherwise provided by law, any committee, to the extent provided by
resolution of the Board, shall have and may exercise all the powers and
authority of the Board in the management of the business and affairs of the
Company (including the power to take any action or exercise any authority
granted to the Board under these By-laws), and may authorize the seal of the
Company to be affixed to all papers which may require it.  Any committee or
committees so designated by the Board shall have such name or names as may be
determined from time to time by resolution adopted by the Board.  Unless
otherwise prescribed by the Board, a majority of the members of the committee
shall constitute a quorum for the transaction of business, and the act of a
majority of the members present at a meeting at which there is a quorum shall be
the act of such committee.  Each committee may prescribe its own rules for
calling and holding meetings and its method of procedure, subject to any rules
prescribed by the Board, and shall keep a written record of all actions taken by
it.

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                                   ARTICLE V

                               WAIVERS OF NOTICE

          SECTION 1.  Waivers.  Whenever any notice is required to be given by
law or under the provisions of the Certificate of Incorporation or these By-
laws, a waiver thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time of the event for which notice is
to be given, shall be deemed equivalent to such notice.  Attendance of a person
at a meeting shall constitute a waiver of notice of such meeting, except when
the person attends a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.


                                  ARTICLE VI

                                   OFFICERS

          SECTION 1.  Positions.  The officers of the Company shall be a Chief
Executive Officer, a President, a Secretary and a Treasurer, each of whom shall
be elected by the Board.  The Board may also elect one or more Vice Chairmen
and/or Vice Presidents and such other officers as the business of the Company
may require.  The officers shall have such authority and perform such duties as
the Board may from time to time authorize or determine.  In the absence of
action by the Board, the officers shall have such powers or duties as generally
pertain to their respective offices.  Any number of offices may be held by the
same person.

          SECTION 2.  Election and term of office.  The officers of the Company
shall be elected by the Board.  Each officer shall hold office until a successor
shall have been duly elected and qualified or until the officer's death,
resignation or removal in the manner provided in these By-laws.

          SECTION 3.  Removal.  Any officer may be removed by the Board
whenever, in its judgment, the best interests of the Company will be served
thereby, but such removal, other than for cause, shall be without prejudice to
the contract rights, if any, of the person so removed.

          SECTION 4.  Vacancies.  A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board

          SECTION 5. Remuneration. The remuneration of officers shall be fixed
from time to time by the Board.

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          SECTION 6.  Duties of officers.

          (a) The Chief Executive Officer.  The Chief Executive Officer of the
Company shall be responsible for the active management, direction and
supervision of the Company, its operations, securities and obligations,
subject to the control of the Board, and shall have all the powers and perform
all the duties incidental to such office.  The Chief Executive Officer shall
preside at all meetings of the stockholders.  Unless otherwise determined by the
Board, the Chief Executive Officer shall have the power to vote all shares of
stock and other securities owned by the Company.

          (b) The President.  The President shall be the Chief Operating Officer
of the Company if so designated by the Board. The President shall also perform
such other duties as may, from time to time, be assigned to him or her by the
Board, or the Chief Executive Officer.  In the absence or disability of the
Chief Executive Officer, he or she shall perform the duties of and exercise the
powers of the Chief Executive Officer.

          (c) Secretary.  The Secretary shall attend all meetings of the Board
and the stockholders as he or she may be requested by the Board to attend, and
record (or cause to be recorded) all votes and the minutes of all proceedings in
books to be kept for that purpose, and shall perform like duties for the
committees when required.  He or she shall give, or cause to be given, notice of
all meetings of the stockholders and special meetings of the Board, and shall
perform such other duties as may be prescribed by the Board, the Chief Executive
Officer, the President or the Vice Chairman, if any, under whose supervision he
or she shall act.  He or she shall keep in safe custody the seal of the Company
and, when authorized by the Board, affix the seal to any instrument requiring it
and, when so affixed, it shall be attested by his or her signature or by the
signature of the Treasurer or any Assistant Secretary or Assistant Treasurer. He
or she shall keep the minutes of such meetings, and shall have such powers and
perform such duties as usually pertain to the office of Secretary.  He or she
shall also perform such other duties as may from time to time be assigned to him
or her by the Board or the Chief Executive Officer.

          (d) Treasurer.  The Treasurer, subject to the approval of the Board
and the Chief Executive Officer, shall have the management of the cash and
securities of the Company and shall perform all acts incident to the position of
Treasurer and such other duties as may from time to time be assigned to him or
her by the Board or the Chief Executive Officer.

          (e) Other Officers.  All other officers shall have such powers and
perform such duties as may be assigned to them by the Board or the Chief
Executive Officer.

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                                 ARTICLE VII

                     CONTRACTS, LOANS, CHECKS AND DEPOSITS

          SECTION 1.  Contracts.  To the extent permitted by law, and except as
otherwise prescribed by these By-laws with respect to certificates for shares,
the Board may authorize any officer, employee or agent of the Company to enter
into any contract or loan, or execute and deliver any instrument in the name of
and on behalf of the Company.  Such authority may be general or confined to
specific instances.

          SECTION 2.  Checks, Drafts, Etc.  All checks, drafts or other orders
for the payment of money, notes or other evidences of indebtedness issued in the
name of the Company shall be signed by one or more officers, employees or agents
of the Company in such manner as shall from time to time be determined by the
Board.

          SECTION 3.  Deposits.  All funds of the Company not otherwise employed
shall be deposited from time to time to the credit of the Company in any of its
duly authorized depositories as the Board may select.


                                  ARTICLE VIII

                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

          SECTION 1.  Certificates for shares.  Certificates representing shares
of capital stock of the Company shall be in such form as shall be determined by
the Board.  Such certificates shall be signed by the Chairman, the President or
by any other officer of the Company authorized by the Board, attested by the
Secretary or an Assistant Secretary and may, but need not, bear the seal of the
Company.  The signatures of such officers upon a certificate may be facsimiles
if the certificate is manually signed on behalf of a transfer agent or a
registrar other than the Company itself or one of its employees.  Each
certificate for shares of capital stock shall be consecutively numbered or
otherwise identified. The name and address of the person to whom the shares are
issued, with the number of shares and date of issue, shall be entered on the
stock transfer books of the Company. All certificates surrendered to the Company
for transfer shall be cancelled and no new certificates shall be issued until
the former certificate for a like number of shares shall have been surrendered
and cancelled, except that in case of a lost or destroyed certificate, a new
certificate may be issued therefor upon such terms and indemnity to the Company
as the Board may prescribe.

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<PAGE>
 
          SECTION 2.  Shares of stock of The Dime Savings Bank. The Board may
determine that upon any merger of The Dime Savings Bank of New York, FSB ("The
Dime") with an affiliate of The Dime, pursuant to which each share of the
capital stock of The Dime issued and outstanding or held in the treasury of The
Dime immediately prior to such merger, by virtue of such merger and without any
action on the part of the holder thereof, is converted into and becomes one
fully paid and non-assessable share of stock of the Company, each certificate
representing such shares of The Dime shall be deemed a certificate for the
appropriate number of shares of the Company, without any action on the part of
the holder thereof.

          SECTION 3.  Transfer of shares.  Transfer of shares of capital stock
of the Company shall be made only on its stock transfer books.  Authority for
such transfer shall be given only by the holder of record or by his or her legal
representative, who shall furnish proper evidence of such authority, or by his
or her authorized attorney by power of attorney duly executed and filed with the
Company.  Such transfer shall be made only on surrender for cancellation of the
certificate for such shares and only upon compliance with provisions, if any,
restricting the transfer of such shares.

          SECTION 4.  Registered stockholders.  The person in whose name shares
of capital stock stand on the books of the Company shall be deemed by the
Company to be the owner of such shares for all purposes.

          SECTION 5.  Transfer restriction legend.  All certificates
representing common stock of the Company or other Stock (as defined in the
Certificate of Incorporation) issued prior to the Restriction Release Date (as
defined in the Certificate of Incorporation) shall bear a legend to the effect
that such Stock and any common stock or other Stock acquired prior to the
Restriction Release Date upon exercise or conversion of such Stock are subject
to the transfer restrictions set forth in paragraph C of Article IV of the
Certificate of Incorporation.


                                   ARTICLE IX

                                  FISCAL YEAR

          The fiscal year of the Company shall end on December 31 of each year.

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                                 ARTICLE X

                             DIVIDENDS AND RESERVE

          SECTION 1.  Dividends.  Subject to applicable law and the terms of the
Certificate of Incorporation and any certificate of designation with respect to
a series of preferred shares, the Board may, from time to time, declare, and the
Company may pay, dividends on its outstanding shares of capital stock.  Such
dividends may be paid in cash, in property, or in shares of the capital stock
of the Company.

          SECTION 2.  Reserves.  Before payment of any dividend, there may be
set aside out of any funds of the Company available for dividends such sum or
sums as the Board from time to time, in its absolute discretion, believes proper
as a reserve or reserves to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Company, or for such other
purpose as the Board shall think conducive to the interest of the Company, and
the Board may modify or abolish any such reserve in the manner in which it was
created.


                                   ARTICLE XI

                                 CORPORATE SEAL

          The Board of Directors shall adopt a corporate seal and use the same
by causing it or a facsimile thereof to be impressed or affixed or otherwise
reproduced.


                                  ARTICLE XII

                                   AMENDMENTS

          These By-laws may be amended or repealed from time to time by the
affirmative vote of the holders of at least 66 2/3 percent of the total votes
eligible to be cast at a meeting for the election of Directors at a meeting of
stockholders held for such purpose, or by a resolution adopted by a majority of
the Directors then in office.


Dated as of June 27, 1997

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