SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628
   August 6, 2009

Via Facsimile and U.S. Mail

Eric S. Kracov, Esq. Kilpatrick Stockton LLP 607 14
th Street, NW, Suite 900
Washington, DC 20005
Re: New York Community Bancorp, Inc.
 Schedule TO-I
 Filed July 29, 2009
 File No. 5-49965

Dear Mr. Kracov:

We have reviewed your filing and have the following comments .  Where indicated,
we think you should revise your  document in response to thes e comments.  If you disagree,
we will consider your explana tion as to why a comment is in applicable or a revision is
unnecessary.  Please be as detailed as necessa ry in your explanation.  In some of our
comments, we may ask you to provide us with  supplemental information so we may better
understand your disclosure.  After reviewing this information, we may or may not raise
additional comments.  Please not e that all defined terms used in this letter have the same
meaning as in the Offer to Exchange.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements 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 free to call us at the telephone numbers listed at the end of this letter.

Schedule TO

General
1.  Please confirm that if there is a chan ge in the formula for determining the
Exchange Ratio or if the specified mi nimum or maximum Exchange Ratios are
altered, the Exchange Offer will remain open for a minimum of ten business days from the date of such change.

Eric S. Kracov, Esq.
New York Community Bancorp, Inc.  August 6, 2009
Page 2  Where You Can Find More Information, page iv

2. We note that you appear to be atte mpting to incorporate by reference
subsequently filed documents and reports .  Please revise the disclosure to
indicate, if true, that the Schedule TO will be amended to incorporate such information since you are not permitted to fo rward incorporate on Schedule TO.
 Forward-Looking Statements, page vi

3. Please revise, here and in exhibit (a)(5) , to omit the reference to the Private
Securities Litigation Reform Act of 1995, since the safe ha rbor is not available for
statements made in connection with a te nder offer.  Refer to Section 27A(b)(2)(C)
of the Securities Act and S ection 21E(b)(2)(C) of the Exchange Act.  Please also
refrain from making further references to  the PLSRA or its safe harbor provision
in any future press releases or other co mmunications relating to this offer.
 Conditions to the Exchange Offer, page 19

4. Please note that a tender offer may be subject only to conditions that are not
within the direct or indirect control of  the offeror and that are drafted with
sufficient specificity to permit objective ve rification that the conditions have been
satisfied.  Please revise the references to  “threatened” and “p roposed” since it is
unclear how these actions could be objectively determined.
5. We note that you state, here and on page  20, that you may terminate the Exchange
Offer if any condition is not  satisfied on or after the expiration date.  Please note
that all conditions to the tender offer, other than t hose dependent upon the receipt
of any governmental approvals necessary to consummate the offer, must be satisfied or waived on or before the expi ration of the offer.  Please revise your
disclosure accordingly.
 Acceptance of BONUSES Units for Exchange…, page 21

6. We note that in the last paragraph on pa ge 21 you state that you reserve the right
to transfer or assign to one or more aff iliates the right to acquire all of any portion
of BONUSES units tendered in the Ex change Offer.  Please confirm your
understanding that any entity to which you assign the right to purchase shares in
this offer must be included as a bidder in this offer.  Adding additional bidders
may require you to disseminate additional offer materials and to extend the term
of the offer.

Eric S. Kracov, Esq.
New York Community Bancorp, Inc.  August 6, 2009
Page 3  Subsequent Repurchases, page 27

7. We note that following this Exchange Offer for any or all of the BONUSES units,
you may repurchase additional BONUSES units  that remain outstanding.  Please
advise us, with a view toward revised disclosure, why this tender offer is not the first step in a series of transactions intended or reas onably likely to have a going
private effect with respect to the BONUSES units, within the meaning of
Exchange Act Rule 13e-3.
 Letter of Transmittal. Exhibit (a)(1)(B)

8. We note that in the carryover paragra ph at the top of page 5 you require
unitholders to acknowledg e that they have read  the offer documents, and at the
bottom of page 5 you require unitholders to  acknowledge that they have reviewed
the offer documents.  Please revise this language since it implie s that unitholders
may waive their rights under the federal securities laws.
 Closing Comments

As appropriate, please amend your filing in response to these comments.  You may
wish to provide us with mark ed copies of the amended filing to expedite our review.
Please furnish a cover letter with your amen ded filing that keys your responses to our
comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your amended filing and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staf f to be certain that they have provided all
material information to investors.  Sin ce the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company (and all add itional filing persons) acknowledging that:
• the company (or filing person) is respons ible for the adequacy and accuracy of
the disclosure in the filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filings;
and
• the company (or filing person) may not a ssert staff comments as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Eric S. Kracov, Esq.
New York Community Bancorp, Inc.  August 6, 2009 Page 4
In addition, please be advise d that the Divisi on of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
Please direct any questions to me at (202) 551-3411.  You may also contact me
via facsimile at (202) 772-9203.            S i n c e r e l y ,            Peggy Kim        S p e c i a l  C o u n s e l         Office of Mergers & Acquisitions