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CORRESP
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Correspondence

 615 MERRICK AVENUE, WESTBURY, NY 11590

516-683-4014 • Fax # 516-683-8344 • www.myNYCB.com

Thomas R. Cangemi

 Senior Executive
Vice President &

 Chief Financial Officer

 June 14, 2010

 VIA EDGAR

Sharon M. Blume

 Assistant Chief Accountant

 United States Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

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 Ms. Blume:

On behalf of New York Community Bancorp, Inc. (“NYB” or the “Company”), I am writing in response to the Staff’s
letter, dated May 21, 2010, containing comments on NYB’s Annual Report on Form 10-K for the year ended December 31, 2009 (the “Form 10-K Report”) and Form 10-Q for Fiscal Quarter Ended March 31, 2010 (the “Form
10-Q Report”).

 NYB’s responses to the Staff’s comments are set out below. For convenience, each response
follows the text of the comment to which it relates.

 Form 10-K, for the Fiscal Year Ended December 31, 2009

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

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 loss factor evaluation period to the
last three years and the current period. Please tell 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 evaluation period to your previous historical loss period.

 United States Securities and Exchange Commission

June 14, 2010

  Page
 2

 During the 2009 fiscal year we did not change the historical loss factor
evaluation period; however, we expanded the discussion to add disclosure that the time period we consider in measuring historical loss experience is the last three years and the current period. This additional disclosure was provided in order
to give readers of the financial statements more information related to how the allowance for loss losses is determined.

Since there was no change in how we determine the historical loss factor, there was no financial statement impact and no
relevant disclosure for future filings. If we change the historical loss factor evaluation period, we will include appropriate disclosure in future filings.

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 changed 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 experience, certain borrowers took the fixed rate option during the year. Please revise your future filings to discuss the reason(s) for
the change, the dollar amount of loans affected by the change, and the expected impact on net interest income.

In future filings we will more fully discuss the reason for the change in the terms of the option period, the dollar
amount of loans affected by this change, and the expected impact on net interest income, if any.

 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.

 In future filings we will present maturity and repricing tables that 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 loans 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 significance of these non-accrual loans,
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;

•

 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:

•

 General information about the borrower and location;

•

 The amount of total credit exposure outstanding;

•

 The amount of the allowance allocated to the credit relationship; and

•

 Provide additional information supporting the allowance for loan loss for each credit.

 United States Securities and Exchange Commission

June 14, 2010

  Page
 3

 The Company monitors non-accrual loans both within and outside its
primary lending area in the same manner. The monitoring of these loans generally includes inspecting the collateral properties; re-appraising the collateral properties; discussions with principals and managing agents of the borrowing entities and/or
retained legal counsel, as applicable; requesting financial operating and rent roll information; confirming hazard insurance is in place or force-placing such insurance; monitoring tax payment status and advancing funds as necessary; and installing
a receiver when possible to collect rents, manage the operations, provide information, and maintain collateral properties.

The following table presents an analysis of the $340 million increase in non-accrual multi-family loans during the year
ended December 31, 2009 based on location of the collateral properties:

(in thousands)

Amount

 New York

$
98,207

 New Jersey

62,929

 Connecticut

128,844

 Pennsylvania

9,489

 Washington, D.C.

58,186

 Other states

52

 Loans removed from non-accrual

(17,375
)

 Total net change

$
340,332

 The following table presents an analysis of the $89 million increase in non-accrual
multi-family loans during the three months ended March 31, 2010 based on location of the collateral properties:

(in thousands)

Amount

 New York

$
67,674

 New Jersey

6,848

 Connecticut

(33
)

 Washington, D.C.

(1,840
)

 Pennsylvania

27,395

 Loans removed from non-accrual

(11,204
)

 Total net change

$
88,840

 The increase in multi-family non-accrual loans of $340 million during fiscal period ended
December 31, 2009 relates to both large and small loans. The increase in multi-family non-accrual loans of $89 million during the quarter ended March 31, 2010 related to a number of smaller loans. Please see our response to comment #19 for
details of large credit relationships that make up a significant portion of our multi-family non-accrual loans.

In future filings, significant increases in non-accrual loans will be described and additional details, as noted above and
in response #19, will be provided.

 United States Securities and Exchange Commission

June 14, 2010

  Page
 4

5.
In addition to the above, please provide us with a table that quantifies the number and amount of multi-family non-accrual loans by originating bank at
December 31, 2009 and March 31, 2010.

 The table below details the number and
amount of non-performing multi-family loans by originating bank:

As of December 31, 2009

Non-Performing
Multi-Family Loans

(dollars in thousands)

Number

Amount

 New York Community Bank

142

$
380,029

 New York Commercial Bank

4

13,084

 Total for New York Community Bancorp

146

$
393,113

As of March 31, 2010

Non-Performing
Multi-Family Loans

(dollars in thousands)

Number

Amount

 New York Community Bank

159

$
468,870

 New York Commercial Bank

4

13,084

 Total for New York Community Bancorp

163

$
481,954

 This information will be provided in
future filings.

 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.

Our application of ASC Topic 310-30 to all loans acquired in the AmTrust acquisition was based on the guidance included in
the letter dated December 18, 2009 from the AICPA Depository Institutions Expert Panel (“DIEP”) to the Office of the Chief Accountant of the Securities and Exchange Commission (“SEC”). In this letter, the AICPA DIEP
confirmed the SEC Staff’s position with regard to loan receivables that are not within the scope of ASC 310-30, but:

a) are acquired in a business combination or asset purchase;

b) result in recognition of a discount attributable, at least in part, to credit quality; and

c) are not subsequently accounted for at fair value.

In these circumstances, the letter states that the SEC Staff would not object to the use of either the expected cash flows
method as described in ASC 310-30 or the contractual cash flows method described in ASC 310-20. The loans acquired in the AmTrust acquisition were recorded at a discount attributable, at least in part, to credit quality; further, the acquired loans
are not subsequently accounted for at fair value. As a result of the issuance of the letter, we elected to apply the provisions of ASC 310-30 to the December 2009 acquisition of AmTrust and to all future business combinations involving loans
acquired at a discount that is due, at least in part, to credit quality.

 United States Securities and Exchange Commission

June 14, 2010

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 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 addition, 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 decreased at December 31, 2009 from
December 31, 2008. Please tell us and revise your disclosure in future filings to more clearly bridge the gap between the significant changes in your recent credit experience in the acquisition, development, and construction loan portfolio with
the decrease in your allowance for loan losses for this loan category.

 The allocated
allowance for loan losses related to acquisition, development, and construction (“ADC”) loans has declined even though both non-performing ADC loans and charge-offs on ADC loans have increased because of the following:

•

 The overall amount of ADC loans in the portfolio declined by $112 million, or 14.4%, during the year ended December 31, 2009.

•

 Previous charge-offs have exceeded the amount of additional specific allowances required for ADC loans under ASC 310-10.

The ongoing impact on the allowance for loan losses associated with ADC loans will be more fully disclosed in future
filings.

 Item 8. Financial Statements and Supplementary Data

Note 2: Summary of Significant Accounting Policies, page 98

Goodwill

8.
Please tell us how you considered the definition 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.

 We have determined, in accordance with
guidance provided in ASC 280-10 and ASC 350-20, that NYB has one reporting unit for the purposes of goodwill impairment testing. This determination is based on the following:

•

 A reporting unit is an operating segment or one level below an operating segment or a component.

•

 The Company believes it has only one operating segment because operating segments are components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Generally, financial information is required to be reported on the basis that it is used
internally for evaluating segment performance and deciding how to allocate resources to segments.

•

 The chief operating decision maker at NYB makes decisions, regularly evaluates performance, and allocates resources based on financial information
presented on a consolidated basis for NYB as one segment or entity. In addition, all acquired assets and assumed liabilities were assigned to the existing reporting unit as all such assets and liabilities are managed by the chief operating decision
maker in an identical manner.

 United States Securities and Exchange Commission

June 14, 2010

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•

 The unit one level below an operating segment is referred to as a component. The relevant criteria set forth in ASC 350 for a component are (1) a
business for which discrete financial information is available, (2) segment management regularly reviews the operating results (profit and loss statements) of that component, and (3) it has economic characteristics (similar products or
services, production processes, classes of customers, etc.) that are different from the economic characteristics of the other components of the operating segment and thus cannot be aggregated with those other components. Based on management’s
evaluation of these criteria, the Company has concluded that it has one reporting unit for purposes of goodwill impairment tests.

Segment Reporting

9.
We note as a result of your acquisition of AmTrust Bank that you now have a mortgage banking unit with operations and loans in Florida, Ohio, and Arizona as of
December 31, 2009. In addition, we note from 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 geographic locations including those acquired in the AmTrust acquisition.

Consistent with our response to comment #8, we considered the guidance in ASC 280-10 and determined it was unnecessary to
present reportable segments for different geographic locations. These geographic locations are centrally managed together with legacy NYB locations and their operating results are not separately evaluated regularly by the chief operating decision
maker in deciding how to allocate resources and in assessing performance.

10.
We note you issued an equity appreciation instrument 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 contractual 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.

 The contractual terms of the Equity Appreciation Unit
(“EAU”), including the closing price of NYB common stock as of
December 4th and the maturity date of the EAU of
December 23rd, were used as inputs in a third party
option pricing model as of the date of issuance. This model resulted in a value on the issuance date of $8.3 million using the contractual terms and other relevant inputs on that date.

We determined the EAU was an equity-classified instrument and therefore accounted for the difference between the value
recorded at the issuance date and the settlement price as a reduction of additional paid-in capital in accordance with ASC 805-30-35.

 United States Securities and Exchange Commission

June 14, 2010

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 Form 10-Q for the Quarter E