SecProbe.io

September 28, 2012

Via E -mail
Joseph Ficalora
President and Chief Executive 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, 2011
Filed February 29 , 2012
Form 10 -Q for the Quarterly Period  Ended June 30, 2012
Filed August 9, 2012
File No. 001 -31565

Dear Mr. Ficolora :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested  information, or by advising us when you will provide the requested
response.   Where we have requested changes in future filings, please include a draft of your
proposed disclosures that clearly identif ies new or revised disclosures.  If you do not believe  our
comments apply to your facts and circumstances or do not believe an amendment is appropriate,
please tell us why in your response.

After reviewing any amendment to your filings and the information you provide in
response to these comments, includin g the draft of your proposed disclosures, we may have
additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2011

Item 1A.  Risk Factors, page 26

1. Please revise your risk factor subcaptions  to adequately describe the risks presented.  See
Item 503(c) of Regulation S -K for guidance.

Joseph Fic alora
New York Community Bancorp, Inc.
September  28, 2012
Page 2

 Item 3.  Legal Proceedings, page 36

2. We note your statement on page 134 that all pending legal actions involve amounts that
are believed by management to be i mmaterial to the company .  In the future, please
describe all material pending proceedings, or the lack thereof, under Item 3 of your Form
10-K in addition to your disclosure of such in the notes to the financial statements.

Item 7.  Management’s Discussion of Financial Condition and Results of Operations , page 41

Financial Condition, page 46

Covered Loans, page 47

3. We note on page 48 that $1.9 billion of your one -to-four family loans in the covered
loans portfolio will either matur e or the variable rate will reprice in the next 12 months.
We also note your disclosure on page 119 that one reason for your $206.6 million
reclassification from non -accretable difference to accretable yield on your covered loan s
portfolio was changes in interest rates on variable rate loans.  In an effort to provide
greater transparency surrounding your one -to-four family covered loans portfolio, please
revise your future filings to disclose the percentage of variable  rate loans in the portfolio,
the weig hted average interest rate on variable rate loans, and the reset terms.

Non-Covered Loans Held for Sale, page 54

4. We note your disclosure on page 54 that beginning in 2011 you originated jumbo loans
under contracts for sale to other financial institutions .  We also note your risk factor on
page 30 relating to the announced U.S. Government plans to wind down Fannie Mae and
Freddie Mac, to whom  you currently sell the majority of your originated one -to-four
family loans.  Please address the following:

 Tell u s and disclose in future filings the business reasons for the inclusion of jumbo
loans in your origination of one -to-four family loans for sale and whether you expect
that the origination of these or other non -conforming loans will increase going
forward.

 Disclose in your future filings the amount of one -to-four family loans originated for
sale during the period that were agency -conforming loans and the percentage of non -
conforming loans.

 Tell us and revise your future filings to clearly disclose whether loans sold to other
financial institutions, not the GSEs, include standard representations and warranties
that could require the repurchase of a loan due to breach.  If so, address whether you
include these loans in your representation  and warranty reserve  estimate.

Joseph Fic alora
New York Community Bancorp, Inc.
September  28, 2012
Page 3

 Asset Quality, page 58

5. We note from your disclosure on page 63 that the balance related to loan number one
grew to $45.3 million as of December 31, 2011 from $42.0 million as of December 31,
2010.  We also note your response to our prior comme nt three filed on November 17,
2011 related to this loan and that during the six -months ended June 30, 2012 you
allocated $2.9 million of allowance to this loan.  In your future filings, please disclose
your policy for lending additional credit to a borrow er(s) after the loan has been placed
on non -accrual or modified as a troubled debt restructuring (TDR).  In your response ,
address whether the loan terms include  restrictions on your ability to close an outstanding
line or open commitment due to non -payment.  Refer to ASC 310 -40-50-1.

Troubled Debt Restructurings, page 63

6. We note your disclosure that loans modified as TDRs are placed on non -accrual status
until you determine that future collection of principal and interest is reasonably assured
and generally you require the borrower to demonstrate performance through six
consecutive months of payments according to the restructured terms.  However, you
disclose that loan five at the top of this page was modified as a TDR on May 23, 2011
and not placed on non -accrual status until August 2011.  Please clarify the reason this
loan was not put on non -accrual status at the modification date in accordance with your
policy and consider revising your TDR accrual policy in your future filings for any
discrepancies.  In your response address whether a payment default triggered the Augus t
2011 non -accrual status and if so, reconcile this loan default with your statement on page
118 that there were no payment defaults on loans modified as TDRs during 2011.

Analysis of Troubled Debt Restructurings, page 64

7. We note from your table that ac cruing TDRs declined  by 58% during the year ended
December 31, 201 1 from $152.7 million to $63.8 million and then significantly increased
to $112.6 million at June 30, 2012.  We also note that non -accruing TDRs fluctuated
significantly less from the high o f $223.3 million at December 31, 2011 to the low of
$188.6 million as of June 30, 2012.  Please revise your future filings to discuss the factors
driving the decrease in the performing TDRs from 2010 to 2011 and then a significant
increase in the first hal f of 2012.  In your response , also  address when and how
restructured performing loans are removed from TDR classification.

Joseph Fic alora
New York Community Bancorp, Inc.
September  28, 2012
Page 4

 Item 8. Financial Statements and Supplementary Data , page 92

Note 4.  Loans, page 115

Troubled Debt Restructurings, page 11 8

8. We note that there were no payment defaults on loans modified as TDRs during the
preceding twelve months ended December 31, 2011. We also note you define a payment
default as a loan 30 days contractually past due under the modified terms.  Please tell u s
and revise your future filings to address how you define a payment default when loans
are in forbearance  or otherwise granted a delay  of payment (e.g. a commercial real estate
loan with a one year extension on the maturity of the balloon payment).  Also as part of
your response tell us whether you would consider multiple modifications or forbearance
periods as a payment default.  Given that the recorded investment of TDRs as of
December 31, 2011 was $287.1 million or 43% of nonperforming loans, also consi der
revising your disclosure in your future filings to include the success rates of your loan
modifications by loan type within Management’s Discussion and Analysis.

Note 5.  Allowance for Loan Losses, page 121

9. We note your allowance rollforwards for n on-covered loans on page 121.  Please revise
your future filings to provide the rollforward by portfolio segment in accordance with
ASC 310 -10-50-11B(c).

Note 14 .  Derivative Financial Instruments, page 150

10. We note your unrealized gains and losses on derivative financial instruments were $25.7
million and $18.9 million as of December 31, 2011 .  We also note you present a “netting
adjustment” column with no adjustments in your table on page 144 and that the fair value
of your derivative assets and liabi lities were lower than the amounts disclosed on page
150.  Please clarify which  table presents the fair value of derivatives gross and revise
your future filings to present derivative assets and liabilities on a gross basis in
accordance with  ASC 815 -10-50-4B and ASC 820 -10-50-3.  Also, revise your future
filings to disclose your accounting policy related to offsetting as required by ASC 815 -
10-50-7.

Definitive Proxy Statement on Schedule 14A  filed on April 26, 2012

Compensation Discussion and Analysis, p age 14

11. In the future please disclose the names of the compensation surveys consulted in the
compensation determination process each year, as mentioned on page 18.

Joseph Fic alora
New York Community Bancorp, Inc.
September  28, 2012
Page 5

 12. We note your discussion of individual performance objectives at the top of page 18.
Please confirm that no such objectives were established for the 2011 fiscal year
performance cycle.  Also, please confirm that in the future you will disclose and quantify
individual performance objectives to the extent applicable and will discuss how each
objective ultimately affected the actual compensation awarded to each named executive
officer.

13. Please provide proposed disclosure which includes the weighting of each of your
performance metrics identified on page 20 relative to your named executive offi cers’
incentive compensation.  If each metric is counted equally (i.e., 25% of incentive
compensation), please so state.  If not, please disclose the applicable percentages.

14. Please provide proposed disclosure which quantifies the company’s actual perfor mance
in each performance metric category.

Transactions with Certain Related Persons, page 29

15. We note your disclosures related to your policies regarding related party transactions
beginning with the final paragraph on page 29.  Please  confirm that you  have no related
party transactions that require disclosure of the information required by Item 404 (a) of
Regulation S -K.

Form 10 -Q for  the Quarter ly Period Ended June 30, 2012

Item 2. Management’s Discussion and Analysis of Financial Condition and Res ults of
Operations , page 41

Interest Rate Sensitivity Analysis, page 71

16. We note you monitor your interest rate risk by performing an i nterest rate sensitivity gap,
a net interest income simulation, and measuring the change in your net portfolio value
(“NPV”) based on  a range of interest rate scenarios.  Please address the following related
to these models in your future filings:

 You disclose on page 74 that the net changes in your NPV were within the parameters
approved by the Board of Directors.  With respect to the internal policy limits set,
discuss your  procedures for addressing any breaches of such limits and whether any
breaches of these internal policy limits have occurred during the periods presented for
each model.

Joseph Fic alora
New York Community Bancorp, Inc.
September  28, 2012
Page 6

  Explain how your current inte rest rate risk position results in a decrease in your NPV
while the same shift in interest rates has a positive impact to your net interest income
as disclosed on page 75.

 With respect to the  net interest income simulation , tell us whether you also evaluate
the impact of changes in the slope of the yield curve in this simulation model and if
so, please revise your future filings to disclose the results.

We urge all persons who are responsible for the accuracy and adequacy o f the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a comp any’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written 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 defe nse in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact  Michelle Miller  at (202) 551 -3368 or Lindsay McCord at (202) 551 -
3417  if you have questions regarding comments on the f inancial statements and related matters.
Please contact  Eric Envall  at (202) 551 -3234  or Laura Crotty  at (202) 551 -3563 with any other
questions.

Sincerely,

 /s/ Suzanne Hayes
 Suzanne Hayes
Assistant Director