SecProbe.io

Mail Stop 4720

January 15, 2016

Via E -mail
Joseph R. Ficalora
President and Chief Executive Officer
New York Community Bancorp, Inc.
615 Merrick Avenue
Westbury, NY 11590

Re: New York Community  Bancorp, Inc.
Registration Statement on Form S-4
Filed December 21, 2015
  File No. 333-208649

Dear Mr. Ficalora:

We have reviewed your registration statement  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 by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do no t believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. Please p rovide us with copies of all materials prepared by each of the company´s
financial advisors, including projections and forecasts, and shared with each respective
board of directors and its representatives.   This includes copies of the board books and all
transcripts, summaries and video presentation materials.

Calculation of Registration Fee

2. We note that you have separately listed in the table the depositary shares, which will
represent a 1/40th interest in a share of 6.50% Non -Cumulative Perpetual Series  A
Preferred Stock.  In light of your “What will holders of Astoria depositary shares receive
in the merger” Q&A disclosure on page 2, please explain the intended meaning of the

Joseph R. Ficalora
New York Community Bancorp, Inc.
January 15, 2016
Page 2

 statement that an Astoria holder of depositary shares “will continue  to hold d epositary
shares of the combined company ” [emphasis added].  Similarly, the disclosure at the end
of page 12 stating that the “depositary shares will continue to be listed on the
NYSE…under a new name and traded under a new symbol” appears to suggest that
Astoria’s depositary shares will remain outstanding and, following the merger, will
instead represent an interest in the newly issued NYCB preferred stock.  As NYCB’s
depositary shares to be issued in the merger represent a new security which issuance must
be registered, p lease  ensure that your disclosure accurately reflects such issuance, or
otherwise explain to us why the disclosure as currently stated is appropriate.

Prospectus Cover Page

3. Please disclose the value of the merger consideration not only o n a per share basis, but
also on an aggregate basis.

Questions and Answers, page 1

4. Please disclose here as well as in the Summary, the ownership percentage of former
Astoria shareholders in the combined company post -merger, and the changes in
regulatory standards expected as a result of the combined company’s consolidated assets.

Opinions of NYCB’s Financial Advisors (pages 60 and 66 and Annexes B and C)

Opinion of Goldman Sachs & Co., page 11

5. You disclose that Goldman “rendered its oral opinion to certain members of the NYCB
board…”  Please clarify whether Goldman acted as a financial advisor to a distinct group
of directors, or to the entire board of directors of NYCB.

The Merger

Background of the Merger, page 50

6. You disclose that on September 22, 2015, Astoria’s board of directors considered
alternate strategies, including the expansion of the process to solicit indications of interest
from a larger group of potentially interested financial institutions.  Please revise your
disclosure  to elaborate on the reasons why Astoria’s board decided to continue
discussions only with the parties that had initially expressed interest.

7. Please refer to the penultimate paragraph on page 51.  Briefly discuss the reasons why
Party A was the first to r eceive a draft of the merger agreement on October 8, 2015.  In
addition, based on your disclosure in the sixth paragraph on page 52, it is unclear as to
whether a combination with Party A would equally qualify NYCB to be designated as a

Joseph R. Ficalora
New York Community Bancorp, Inc.
January 15, 2016
Page 3

 SIFI, albeit Party A’s lack in planning or preparation in anticipation of such designation,
or whether Party A was already a SIFI.  Please revise your disclosure for clarity.

8. In light of your disclosure in the first paragraph on page 53, please discuss when NYCB
first engag ed Goldman Sachs and Credit Suisse as its financial advisors.  In addition,
please clarify whether or not NYCB’s October 27th proposal included a cash component
as contemplated during the October 27th board meeting, which granted Mr. Ficalora
authority to include as part of the merger consideration a cash amount.  Expand your
disclosure to briefly explain the major aspects of the balance sheet repositioning, and
update your disclosure elsewhere in the filing to indicate its completion.  In this regard
we no te the Current Report on Form 8 -K filed on December 29, 2015.

9. Given that Party A’s bid price was economically substantially equivalent to NYCB’s,
please expand your disclosure in the last paragraph on page 54 to further elaborate why a
transaction with Party A had greater execution, compliance and regulatory risks, and to
the extent possible, quantify the “higher relative cost of integration” that a combination
with Party A would have imposed.

NYCB’s Reasons for the Merger; Recommendation of NYCB’s  Board of Directors, page 56

10. Please enhance your disclosure to provide the board’s analysis of each supporting factor
and potential risk so that the shareholders understand how consideration of the listed
factors impacted the decision of NYCB’s board to a pprove the merger and to recommend
it to its shareholders for their approval.  Conclusory disclosure such as the board
considered the “synergies potentially available” or “the opportunity for the combined
company to have superior future earnings” appears g eneric and does not provide insight
into the board’s decision -making and the basis for its recommendation.  In this regard, we
note that during the November 18, 2015 investor presentation you discussed, among other
things, that the merger was expected to b e (i) 20% accretive; (ii) resulting in 50% cost
savings on the Astoria side; (iii) 6% tangible book value per share accretion upon closing
in the fourth quarter in 2016; and (iv) resulting in a significant increase of deposits in the
attractive markets of Nassau, Suffolk, Queens and Brooklyn.  Please address this
comment also with respect to Astoria’s Reasons for the Merger disclosure found on page
74.

Unaudited Prospective Financial Information, page 58

11. Please delete the statement “it to be material in formation” in the third sentence from the
first paragraph and the statement that “the financial information included below is not
being included to influence your decision whether to vote in favor of the merger proposal
or any other proposal to be consider ed at the NYCB’s special meeting” in the carry -over
paragraph on top of page 59.  These statements unduly limit a shareholder’s reliance on
the company’s disclosures and are inappropriate.  To the extent that these financial
projections no longer reflect m anagement ’s view of future performance , they  should be

Joseph R. Ficalora
New York Community Bancorp, Inc.
January 15, 2016
Page 4

 either updated or an explanation should be provided as to why the projections are no
longer valid.

Opinion of Goldman, Sachs & Co., page 60

12. You disclose that in rendering its opinion, Goldman Sachs  reviewed “certain internal
financial analyses and forecasts for Astoria” prepared by Astoria’s management.  Please
disclose these projections in your prospectus.

13. To help an investor understand the financial implications of  the “Selected Transactions
Analysis” and “Selected Companies Analysis,”  please disclose the underlying data used
by Goldman Sachs in deriving at the implied range of values.  Investors may benefit from
an enhanced discussion of the extent to which high, l ow, or median values were
calculated and considered when determining the implied values.  In addition, please
disclose the extent that any transaction or company which originally met the selection
criteria was later excluded, as well as the specific reason s for doing so.  To the extent
applicable, please address this comment with respect to Credit Suisse’s financial
analyses.  In this regard, we note that the analyses provided by Sandler O’Neill on pages
81 and 82 provide such unde rlying data.

14. To the extent known, please disclose the amount of fees paid by NYCB to Goldman
Sachs during the past two years for its services as  NYCB’s financial advisor.  In this
regard, we note your disclosure on page 66.  To the extent applicab le, please comply with
this comment as it applies to Credit Suisse.

Opinion of Credit Suisse Securities (USA) LLC

Financial Advisor Disclosure, page 74

15. Please explain why the fee NYCB may pay to Credit Suisse at NYCB’s sole discretion is
described as an “incentive fee,” by describing the merger related services Credit Suisse
must perform to give rise to this additional compensation.  To the extent that th ere is a
cap to this discretionary fee, please disclose.

Opinion of Sandler O’Neill & Partners, L.P., page 76

16. We note your disclosure on page 77 that Astoria’s financial advisor considered estimated
long-term annual earnings per share and balance shee t growth rates based on guidance
from your senior management.  Please disclose these projections to the extent they go
beyond the projections disclosed on page 59.

Joseph R. Ficalora
New York Community Bancorp, Inc.
January 15, 2016
Page 5

 Litigation Relating to the Merger, page 99

17. We note that there h ave been at least five la wsuits filed , challenging the proposed merger.
Please disclose  why the complainants believe that Astoria’s board breached its fiduciary
duties.

The Merger Agreement

Representations and Warranties, page 104

18. Please  delete the statement that the represent ations, warranties and covenants “are solely
for the benefit of NYCB and Astoria”  in the first paragraph . The language appears to
represent  an inappropriate limitation on reliance , given that  the merger agreement
constitute s disclosure for purposes of the registration statement.

19. The disclosure in  the third sentence of the first paragraph stat es, among other things , that
subsequent information concerning the subject matter of the representation, warranties
and covenants “may or may not be fully reflected in public disclosures by NYCB or
Astoria.”  Please be advised that, notwithstanding the inclusion of a general disclaimer,
you are responsible for considering whether additional specific disclosures of material
information regarding contractual provisions are  required to make the statements
including in your proxy statement/prospectus not misleading.

Conditions to Complete the Merger, page 112

20. It appears that receipt of an opinion of legal counsel that the merger will qualify as a
“reorganization” within the  meaning of Section 368(a) of the Code is a waivable
condition by both parties to your merger agreement.  Please undertake to recirculate and
resolicit if the condition is waived and the change in tax consequences is material and
make corresponding revisi ons on pages 8, 15 and 17.  Please refer to Section III.D.3 of
Staff Legal Bulletin No. 19 for guidance.

Material U.S. Federal Income Tax Consequences of the Merger, page 117

21. Please delete the first sentence from the last paragraph on page 119 as this  language
appears to represent  an inappropriate limitation  on reliance.  Please refer to Section
III.D.1  of Staff Legal Bulletin No. 19 for guidance.

Annex A – Agreement and Plan of Merger

22. Pursuant to Item 601(b)(2) of Regulation S -K, please file a list briefly identifying the
contents  of all omitted schedules.

Joseph R. Ficalora
New York Community Bancorp, Inc.
January 15, 2016
Page 6

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all appl icable Securities  Act rules require.   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.

Notwithstanding our comme nts, in the event you request acceleration of the effective date
of the pending regist ration statement , please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, dec lare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company  may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of  1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date o f the
registration statement.

Please contact Christopher Dunham, Staff Attorney, at (202) 551 -3783 or, in his absence,
me at (202) 551 -3369 with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: R. Patrick Quinn, Esq.
Jared M. Fishman, Esq.