SecProbe.io

Mail Stop 4720

February 12, 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.
Amendment No. 1 to Registration Statement on Form S-4
Filed January 29, 2016
  File No . 333-208649

Dear Mr. Ficalora:

We have reviewed your amended registration statement  and have the following
comments .

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 not believe an amendment is appropriate, please tell us why in yo ur
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.   Unless  we note
otherwise , our references to prior comments are to comments in our January 15, 2016  letter .

General

1. We note your response to comment 2.  While in your response you discuss the mechanics
of how the issuance of the new depositary shares will be achieved, you have not
addressed, however, that the depositary shares represen t securities as the term is defined
in Section 2(a)(1) of the Securities Act of 1933, which issuance must either be registered
or exempt from registration.  Given that the depositary shares will be issued as part of a
single registered merger transaction, we believe that you should revise the relevant
sections of your registration statement to properly register the issuance of your depositary
shares.  Furthermore, please have counsel revise its legal opinion to opine on the legality
of these securities.

Joseph R. Ficalora
New York Community Bancorp, Inc.
February 12, 2016
Page 2

 The Merger

Opinion of Goldman, Sachs & Co., page 60

2. We note your response to comment 12.  You state among other things in your response,
that “Goldman Sachs and Credit Suisse disregarded the Astoria financial forecasts and
relied exclusively  on I/B/E/S e stimates in connection with their financial analysis and
opinions.” [emphasis added]  Please revise your disclosure to remove the last bullet point
pertaining to the Astoria’s financial forecasts.  In this regard, we note that your “Opinion
of Credit Suiss e Securities (USA) LLC” disclosure on page 66 does not list the Astoria
financial forecasts as materials considered by Credit Suisse in rendering its opinion.
Otherwise, please expand to disclose that the Astoria financial forecasts at the request of
Astoria’s man agement were fully disregarded and not relied upon for purposes of
rendering Goldman’s final analysis and opinion.  Please make a similar change to the
Credit Suisse’s disclosure starting on page 66.

Opinion of Credit Suisse Se curities (USA) LLC

Financia l Advisor Disclosure, page 74

3. We note your response and revisions in response to comment 15.  In light of the
disclosure requirements of Item 1015(b)(4)(i) of Regulation M -A, we continue to believe
that additional information about the incentive fee to be  paid to Credit Suisse should be
disclosed.  Since the role of a financial advisor in a merger transaction is typically
defined through the rendering of a fairness opinion from a financial point of view of the
merger consideration, please revise your discl osure to explain what role Credit Suisse
was intended to play in connection with the transaction, how the NYCB board would
assess that role and the timing of this assessment.  To the extent that the payment of this
additional incentive fee is tied to a suc cessful closing of the merger transaction , so
disclose.  Please ensure to update your disclosures if the assessmen t and the decision to
grant th e additional incentive to Credit Suisse takes place prior to the effectiveness of the
registration statement, di sclosing also the specific factors that the NYCB board
considered , as well as the actual amount paid or to be paid to Credit Suisse.  As
previously requested in our comment 15, please disclose the cap to this discretionary fee
and whether or not is measured  as a percentage of the total merger consideration.

Material U.S. Federal Income Tax Consequences of the Merger

Tax Consequences of the Merger Generally, page 118

4. We note that the tax opinions filed as Exhibits 8.1 and 8.2 are provided in “short -form.”
Please revise your disclosure to make clear  that the disclosure of the material tax
consequences of the merger transaction in the prospectus represents the opinion of
counsel, identifying counsel.  For guidance, please refer to Section III.B.2 of Staff Legal
Bulletin No. 19.

Joseph R. Ficalora
New York Community Bancorp, Inc.
February 12, 2016
Page 3

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.