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                                   UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                    ___________
                                          
                                    FORM 10-K/A
                                 (AMENDMENT NO. 2)

(Mark One)
/X/    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 
                                          OR
/ /    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934

                           Commission file Number 0-22516
                                          
                             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)

Registrant's telephone number, including area code:  (212) 834-1710

Securities registered pursuant to Section 12(b) of the Act:

Title of each class             Name of each exchange on which registered
-------------------             -----------------------------------------
None                            None

Securities registered pursuant to Section 12(g) of the Act: 

                            Common Stock $0.01 par value
                                  (Title of class)

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 such 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

Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10- K or any amendment to
this Form 10-K. /X/

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 21, 1997, was $2,117,587.  This figure is based on the
last sale price per share of the registrant's common stock on the New York Stock
Exchange on March 21, 1997 of $55.00 as reported on the Wall Street Journal on
March 24, 1997.  

The number of shares of the registrant's Common Stock issued and outstanding as
of March 21, 1997 was 47,152,976 shares.

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                                   EXPLANATORY NOTE

This amendment amends the Company's Annual Report on Form 10-K for the year
ended December 31, 1996, filed with the Securities and Exchange Commission on
March 28, 1997, as amended by Amendment No. 1 thereto filed on April 1, 1998. 
The only item amended hereby is Exhibit 27.1 to Item 14.

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                                      SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1933, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on June 9, 1998.

                                     GREENPOINT FINANCIAL CORP.
                                            (Registrant)

                             By       /s/ Thomas S. Johnson            
                                 -------------------------------------
                                           Thomas S. Johnson
                                Chairman and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on June 9, 1998.

                /s/ Thomas S. Johnson
  ----------------------------------------------
                 Thomas S. Johnson, 
                 Chairman and Chief 
                Executive Officer 
            (Principal Executive Officer)


                 /s/ Bharat B. Bhatt
  ----------------------------------------------
                   Bharat B. Bhatt
           Member of the Board, President 
             and Chief Operating Officer



  ----------------------------------------------
             Dan F. Huebner, Director


              /s/ William M. Jackson
  ----------------------------------------------
            William M. Jackson, Director 


                /s/ Susan J. Kropf
  ----------------------------------------------
             Susan J. Kropf, Director


               /s/ Robert M. McLane
  ----------------------------------------------
            Robert M. McLane, Director


              /s/ Charles B. McQuade
  ----------------------------------------------
           Charles B. McQuade, Director


               /s/ Alvin N. Puryear
  ----------------------------------------------
            Alvin N. Puryear, Director

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                 /s/ Robert P. Quinn
  ----------------------------------------------
              Robert P. Quinn, Director


              /s/ Edward C. Schmults
  ----------------------------------------------
           Edward C. Schmults, Director


                /s/ Wilfred O. Uhl
  ----------------------------------------------
             Wilfred O. Uhl, Director


                 /s/ Robert F. Vizza
  ----------------------------------------------
              Robert F. Vizza, Director


                 /s/ Jules Zimmerman
  ----------------------------------------------
              Jules Zimmerman, Director


              /s/ Charles P. Richardson
  ----------------------------------------------
                Charles P. Richardson
             Executive Vice President


               /s/ Jeffrey R. Leeds
  ----------------------------------------------
                 Jeffrey R. Leeds
          Executive Vice President, Finance
            (Principal Financial Officer)


                /s/ Mary Beth Farrell
  ----------------------------------------------
                  Mary Beth Farrell
        Senior Vice President and Comptroller