SecProbe.io

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

DIVISION OF
  CORPORATION FINANCE

      May 21, 2010

Via US Mail and Facsimile to (516) 683-8385

Mr. Thomas R. Cangemi Senior Executive Vice Presiden t and Chief Financial Officer
New York Community Bancorp, Inc. 615 Merrick Avenue Westbury, New York 11590
Re: New York Community Bancorp, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2009
  Form 10-Q for Fiscal Quarter Ended March 31, 2010
 File No. 001-31565

Dear Mr. Cangemi:
 We have reviewed your filing and have the following comments.  We have limited
our review to only your financia l statements and related disclosures and do not intend to
expand our review to other portions of your documents.  Unless otherwise indicated, we
think you should revise your document in response  to these comments.  If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  After reviewing this inform ation, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requ irements 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 lis ted at the end of  this letter.
 Form 10-K for the Fiscal Year Ended December 31, 2009

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operation
 Critical Accounting Policies

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc.  May 21, 2010 Page 2  Allowance for Loan Losses, page 44

1. We note in your disclosure on page 45 that during the current fiscal year for your
general reserve you changed your historic lo ss factor evaluation period to the last
three years and the current period.  Please te ll us and include in future filings the
following:
• The financial statement impact of this change on your allowance and
provision for loan losses in addition to the period this change occurred; and
• Compare and contrast the new evaluati on period to your prev ious historical
loss period.
Non-covered Loans, page 49

2. We note your multi-family loans include an  option for a fixed rate in years six
through ten and that in January 2009 you cha nged the terms of the option to tie the
rate to the fixed advance rate of the FHLB  New York plus a spread.  We also note
that contrary to your historical experien ce, certain borrowers took the fixed rate
option during the year. Please revise your futu re filings to discu ss the reason(s) for
the change, the dollar amount of loans affected by the change, and the expected
impact on net inte rest income.

Loan Maturity Repricing Analysis, page 56

3. Please revise your maturity and repricing tables  in future filings to separately quantify
the relevant information for covered and non-covered loans.

Asset Quality, page 57

4. We note your disclosure on page 57 that  the buildings securing the $340 million
increase in the multi-family non-accrual lo ans were mostly located outside your
primary lending niche.  Similarly, we note your disclosure on page 51 of your March
31, 2010 10-Q regarding the $89 million increase in multifamily non-accrual loans during the first quarter.  Given the significan ce of these non-accrual lo ans, please tell
us and revise your future filings to disclose the following:

• Discuss where these multi-family loans are located and how you monitor
these loans in outside locations;

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc.  May 21, 2010 Page 3
• Discuss whether the increase in non- accrual loans relates to a few large
credit relationships or several small credit relationships or both; and
• If a few large credit relationships make up the majority of your multi-
family non-accrual loans, discuss those relationships in detail, including:

ƒ General information about the borrower and location;
ƒ The amount of total credit exposure outstanding;
ƒ The amount of the allowance alloca ted to the credit relationship;
and
ƒ Provide additional information s upporting the allowance for loan
loss for each credit.

5. In addition to the above, please provide us w ith a table that quan tifies the number and
amount of multi-family non-acc rual loans by originating bank at December 31, 2009
and March 31, 2010.

Covered Loans, page 60

6. We note the disclosure on page 60 that you accounted for all the loans acquired in the
AmTrust acquisition under ASC Topic 310-30.  Please tell us how you determined all
of these loans had evidence of deterioration of credit quality since origination for which it is probable that you will be unable to collect all remaining contractually
required payments.
Asset Quality Analysis, page 61

7. We note in your tabular presentation that  acquisition, development, and construction
non-accrual loans have increased from  $24.84 million as of December 31, 2008 to
$79.23 million as of December 31, 2009. In additi on, we note that the level of charge-
offs for these loans increased in 2009 while the allowance for loan losses allocated to
the loan category decreas ed at December 31, 2009 from December 31, 2008.  Please
tell us and revise your disclosure in futu re filings to more clearly bridge the gap
between the significant changes in your re cent credit experience in the acquisition,
development, and construction loan portfolio  with the decrease in your allowance for
loan losses for this loan category.

Item 8. Financial Statements and Supplementary Data
 Note 2:  Summary of Significan t Accounting Policies, page 98

 Goodwill

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc.  May 21, 2010 Page 4
8. Please tell us how you considered the de finition of a reporting unit in ASC 280-10
and the guidance in ASC 350-20 in determining you have only one reporting unit for the purpose of your goodwill impairment test.
Segment Reporting

9. We note as a result of your acquisiti on of AmTrust Bank that you now have a
mortgage banking unit with operations and loan s in Florida, Ohio, and Arizona as of
December 31, 2009.  In addition, we note fr om your disclosures on page 53 and
throughout your filing that the majority of  your loan portfolio and operations are
located in New York metropolitan area.  Please tell us how you considered the
guidance in ASC 280-10 in determining it was unnecessary to separately present
reportable segments for your different ge ographic locations, including those acquired
in the AmTrust acquisition.
10. We note you issued an equity appreciation in strument to the FDIC as consideration
for the AmTrust acquisition and you valued the instrument at $8.3 million.  Further, we note the instrument was settled for $23.3 million in cash.  Please  provide us with
the following additional information:

• Describe how you considered the contra ctual terms of the instrument when
determining its value on the issue date; and

• Tell us how you accounted for the instrument upon settlement including
where you recorded the difference in  the settlement price and value
recorded at issuance.
Form 10-Q for the Quarter Ended March 31, 2010

 Notes to the Unaudited Consolidated Financial Statements

 Note 2. Business Combinations, page 5

11. We note the disclosure on page 11 that you accounted for all the loans acquired in the
Desert Hills acquisition under ASC Topic 310-30.  Please tell us how you determined
that all of these loans had evidence of dete rioration of credit quality since origination
for which it is probable that you will be unable to collect all remaining contractually
required payments.

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc.  May 21, 2010 Page 5  Note 4. Securities, page 13

12. We note your disclosure on page 14 that the market value and amortized cost of your
capital trust notes portfolio is $131.5 7 million and $176.29 million at March 31,
2010.  Considering the impairment charges take n on this portfolio in 2009 and in the
quarter ended March 31, 2010, the significant judgment required to determine if a
security is other than temporarily impa ired, and the focus users of financial
statements have placed on this area, we believe comprehensive and detailed
disclosure is required to meet the di sclosure requirements in ASC 320-10-50
(paragraphs 38 and 42 of FSP FAS 115- 2 and FAS 124-2) and Item 303 of
Regulation S-K.  Therefore, for each pooled tr ust preferred security with at least one
rating below investment grade, please provide us and revise future annual and interim
filings to provide a tabular disclosure incl uding the following information as of the
most recent period end:

• single-issuer or pooled,
• class,
• book value,
• fair value,
• unrealized gain/loss,
• lowest credit rating assi gned to the security,
• number of banks currently performing,
• actual deferrals and defaults as a per centage of the original collateral,
• expected deferrals and defaults as  a percentage of the remaining
performing collateral (along with disclosure about assumption on
recoveries for both deferrals and defaults), and
• excess subordination as a percenta ge of the remaining performing
collateral.

Additionally, please clearly disclose how you calculate  excess subordination and
discuss what the excess subordination per centage signifies, including relating it to
other column descriptions, to allow an inve stor to understand why this information is
relevant and meaningful.
13. We note available-for-sale equity securities have been in an unrealized loss position
for 12 months or longer with  unrealized losses of $17.44 mill ion.  In an effort to
further enhance the disclosures surrounding your securities portfolio, please provide
the following information in future filings:
• Further segregated disclosures surrounding your marketable equity
securities (e.g., by business sector , industry, company size, geographic
concentration or other economic ch aracteristics of the securities);

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc.  May 21, 2010 Page 6
• If there are a few individual securitie s that make up a significant portion of
your gross unrealized losses enhanc e your disclosure to focus on these
specific securities; and
• What time frame you consider to be the “near term” for purposes of
evaluating other-than-temporary impairment.

In addition, please provide us a draft of  the disclosure using the March 31, 2010
financial information.
 Note 5. Loans, net, page 21

14. We note that your troubled debt restructuri ngs (TDRs) have increased from $0 as of
December 31, 2008 to $184.8 million and $225.2 million as of December 31, 2009 and March 31, 2010. Please tell us  as of March 31, 2010 and revise your future filings
to disclose the following:

• your troubled debt restructurings , quantified by loan type and
classified/quantified separately as accrual and non-accrual; and

• quantification of types of concessions made (i.e. reduc tion in interest rates,
payment extensions, forgiveness of pr inciple, forbearance or other actions)
in addition to a discussion of your success with the different types of
concessions.

15. Similar to the disclosures provided on pa ge 123 of your Form 10-K, please revise
your future filings beginning with your next Form 10-Q to disclose your total
investment in impaired loans and the amount  of that recorded investment for which
there is a/is no related allo wance. Provide us with these disclosures as of March 31,
2010.  Refer to ASC 310-10-50-15.

Item 2. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Asset Quality, page 51

16. We note your disclosure on page 54 that you consider loan-to-valu e ratios as one of
the key determinants in determining the futu re performance of lo ans. We further note
your disclosure of the average loan-to-va lue ratios at origination for your multi-
family and commercial real estate loans.  If the value of prop erties collateralizing
these loans has declined it woul d be beneficial to  investors if your disclosure included
current average loan-to-value ratios compared to original average lo an-to-value ratios.

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc.  May 21, 2010 Page 7
Please tell us if you analyze this informa tion, at what frequency, and disclose such
information in your future filings to the extent available.

17. Please revise your allowance for loan losses roll forward in future filings to clearly
show the effect the loss shar ing agreements have on your provision for loan losses.
For example, include a separate line item quantifying the provision before expected
reimbursements from the FDIC.
18. We note your disclosure on page 55 that c overed loans and other real estate owned
are not reflected in any of the amounts or asset quality measures including ratios
provided in your asset quality tabular disclosure.  We belie ve a best practice would be
to present this information gross, including the FDIC covered asse ts, with transparent
quantification of the amount of covered asse ts included as well as quantification of
the impact the covered assets have on the data .  As such, please revi se future filings to
present this information gross with acco mpanying additional disclosures relating to
the covered assets.  For example, present as  a separate line in the 30 – 89 days past
due table the loan category “O ne- to four- family covered loans” and include separate
line items that include the covered assets in your ratio calculations.

19. We note that your non-performing loans in creased from $113.70 million at December
31, 2008 to $578.07 million and $734.69 million at December 31, 2009 and March
31, 2010. Given the continued decline in the asset quality of your loan portfolio,
please provide in future filings a detail disc ussion of your five largest non-performing
loans, which includes the following:
• the type of loan (one-to-four family, multi-family, commercial real estate,
construction, etc.);
• when the loan was originated;
• the allowance for loan losses associat ed with the loan, as applicable;
• when the loan became non-accrual;
• the underlying collateral supporting the loan;
• the last appraisal obtained for the loan, as applicable; and
• any other pertinent information deemed necessary to understand your
review of the loan and related accounting for the loan.

In addition, please provide us a draft of  the disclosure using the March 31, 2010
financial information.

********

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc.  May 21, 2010 Page 8    Please respond to these comments within 10 business days or tell us when you will provide us with a response.  Please furnish a le tter that keys your re sponses to our comments
and provides any requested information.  Detailed cover letters greatly fa cilitate our review.
Please understand that we may have additional comments after reviewing your responses to
our comments.   We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes all inform ation required under the
Securities Exchange Act of 1934 and that they  have provided all information investors
require for an informed investment decision.  Since 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 acknowledging that:
ƒ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 ƒ