SecProbe.io

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 May 7, 2009

 By U.S. Mail and Facsimile to: (516) 683-8385

Thomas R. Cangemi Senior Executive Vice President and
Chief Financial Officer
New York Community Bancorp, Inc. 615 Merrick Avenue Westbury, NY 11590

Re: New York Community Bancorp, Inc.
 Form 10-K for the Fiscal Year Ended December 31, 2008  File No. 001-31565

Dear Mr. Cangemi:

We have reviewed the above referenced filing and related materials and have the
following comments.  Where indicated, we thin k your documents should be revised.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In your
response, please indicate your intent to include  the requested revision in future filings and
provide a draft of your proposed disclosure.  In  some of our comments, we may ask you to
provide us with information so we may better unde rstand your disclosure.  After reviewing this
information, we may have additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at the end of th is letter.

Thomas R. Cangemi
New York Community Bancorp, Inc.
May 7, 2009 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2008

 Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Asset Quality Analysis, page 56

1. We note that non-performing loans to total loans increased from 0.11% as of December
31, 2007 to 0.51% as of December 31, 2008.  We fu rther note that the allowance for loan
losses to total loans decreas ed from 0.46% to 0.43% as of such dates and that a
significant portion of the 9% increase in loans was due to increased originations in commercial real estate loans which now comprise almost 20% of loans outstanding.  Please tell us and revise your disclosure in future filings to comprehensively bridge the
gap between the observed significant changes in your loan mix and non-performing loans
and the resulting changes in your allowance for loan losses.
 2. In order to give readers a better insight into  changes in asset quality and the resulting
changes in the allowance for loan losses, plea se revise future fili ngs to present your non-
performing loans and charge-offs by various su b-categories of Mortgage Loans, similar
to your presentation of Mortgage Loans in th e Loan Portfolio Analysis table on page 51
and Summary of the Allowance for Loan Losses table on page 56. Plea se also provide us
this information for the quarter ended March 31, 2009.
 3. Please tell us and revise future filings to disclose your policy for charging off
uncollectible loans in accordan ce with paragraph 13 of SOP 01-6.
 Item 11.  Executive Compensation

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 11
 4. It appears that you benchmarke d compensation against a subs et of your peer group that
did not participate in the Troubled Asset Relief Program.  Please identify the component companies that make up the subset and conf irm that you will revise future filings
accordingly.  Refer to Item 402(b)(2)(xi v) of Regulation S-K and Regulation S-K
Compliance and Disclosure Interpretation 118.05.
 Item 15.  Exhibits and Financia l Statement Schedules, page 143

 5. In future filings, indicate each of the exhi bits that is a management contract or
compensatory plan or arrangement.  See Item 15(a)(3) of Form 10-K.

Thomas R. Cangemi
New York Community Bancorp, Inc.
May 7, 2009 Page 3   Exhibits 31.1 and 31.2

 6. We note that your certifications included as Exhibits 31.1 and 31.2 to the Form 10-K
contain modifications of the exact form of cer tification as set forth in Item 601(b)(31) of
Regulation S-K.  In particular, the word “annua l” has been added to paragraphs 2 and 3.
In future filings, please ensure that the certifications are in the exact form as set forth in
Item 601(b)(31) of Regulation S-K, excep t as otherwise indicated in Commission
statements or staff interpretations.

Closing Comments

Please respond to this comment within ten bus iness days or tell us when you will provide
us with a response.  Your re sponse letter should key your respons es to our comments, indicate
your intent to include the request ed revision in future filings, provide a draft of your proposed
disclosure and provide any requested information.  We may ha ve additional comments after
reviewing your response.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 • the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

Thomas R. Cangemi
New York Community Bancorp, Inc. May 7, 2009 Page 4
You may contact Babette Cooper, Staff A ccountant, at (202) 551-3396, or Amit Pande,
Accounting Branch Chief, at (202) 551-3423 if you have questions regarding any matters relating to the financial statements and related matters.  Please contact Michael Seaman at (202)
551-3366 or me at (202) 551-3419 with any other questions.
Sincerely,

Christian Windsor Special Counsel