SecProbe.io

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      January 21, 2005
Mail Stop 0408

By U.S. Mail and facsimile to (202)362-2902

Angelo J. Di Lorenzo
President and Chief Executive Officer
Brooklyn Federal Bancorp, Inc.
81 Court Street
Brooklyn, New York 11201

Re:	Brooklyn Federal Bancorp, Inc.
	Form S-1 filed December 23, 2004
	File No. 333-121580

Dear Mr. Di Lorenzo

	We have reviewed your filing and have the following comments.
Where 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 detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements 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 listed
at
the end of this letter.

General

1. Confirm that you will distribute this prospectus with each
proxy
statement distributed to depositors who will vote on the proposed
mutual holding company reorganization.

2. Provide us with copies of all marketing and proxy materials.
Upon
review, we may have comments.

3. Please include an updated accountants` consent in the pre-
effective amendment.

Prospectus Cover Page

4. Disclose the priority given to depositors to purchase in the
offering.

Summary
The Companies - page 4

5. We note the registrant does not have a website. If this changes
during registration, please update to provide the address.

The Reorganization... - page 5

6. In the sixth paragraph, briefly discuss the reasons for
choosing a
mutual holding company reorganization instead of a standard
conversion in which all of the common stock is sold to the public.
Provide full disclosure in the main section.

7. Consider moving the section on page 18 regarding the possible
future second-step conversion to appear closer to the related
disclosure on page 5.

How We Determined To Offer Between 2,550,000 Shares and 3,450,000
Shares And The $10 Price Per Share - page 8

8. Please revise the bullet points to be more specific and
substantive. For example, list the primary information used rather
than using the word "certain," state the impact on net worth and
earnings considered and state what it was about the trading market
and market conditions that RP Financial considered notable.

9. In the last paragraph on page 8, state how the decision was
made
to sell 30% of the shares of Brooklyn Federal Bancorp rather than
a
higher minority interest.

10. Disclose here or elsewhere in the summary the amounts you will
compensate FinPro and RP Financial for the appraisal and other
services.

Use of Proceeds - page 15

11. If your plans for use of proceeds solidify, please update the
disclosure pursuant to Item 504 of Regulation S-K both here and in
the main discussion on page 30. Quantify the various uses to the
extent practicable and reconcile the statement made about using
proceeds to pay dividends with the statements that you do not
intend
to pay dividends initially.

Our Officers, Directors and Employees Will Receive Additional
Compensation Benefits After the Reorganization and Offering - page
16

12. Reference the consequent reduction in earnings in the
subheading.

13. Please clarify the connection between stock benefits,
expensing
options and increased compensation costs. Consider disclosing here
the expense of the various stock plans. We note the expense has
been
quantified on page 41.

14. At the end of paragraphs 4 and 5, state the dollar value of
the
ranges in the tables described. For example, at the end of
paragraph
4, please add a statement such as: "The value of shares to be
granted
under our restricted stock plan ranges from $1.33 million to $3.63
million, depending on the market price on the date the shares are
granted."

15. Summarize and quantify here the severance benefits payable to
executives.

Possible Conversion of BFS Bancorp, MHC to Stock Form - page 18

16. Expand to state the financial effects, risks and benefits  of
a
second-step conversion to purchasers in this offering, management,
Brooklyn Federal Bancorp and Brooklyn Federal Savings Bank.

Risk Factors - page 20

17. Reorder the risks to place the risks of the offering before
the
business risks.

18. Please streamline the risk factors to contain only the detail
necessary to place the risk in context. You may provide a cross
reference to the full discussion elsewhere in the document.  For
example, the first 2 risk factors contain excessive detail.

19. The first risk factor on page 22 relating to deterioration of
economic conditions should be more closely tailored and specific
to
your business.  Please revise it to be more specific to your
business
and situation. Statements you make should be specific enough that
they would not be true for any company or bank.  Consider
combining
it with the risk factor that follows on the New York economy and
eliminating the discussion of general economic conditions.

Selected financial ratios and other data - page 29

20. Please revise to include the equity to assets ratio as
required
by Item IV.4 of Industry Guide 3.

Market For The Common Stock - page 32

21. Please advise us of the status of finding two additional
market
makers and of your NMS listing application.

Pro Forma Data - page 36

22. Please revise to your ESOP adjustment to properly reflect the
correct amount as defined in footnote 2 on page 40 or clarify that
the related ESOP adjustment is for a six month period.

Management`s Discussion and Analysis of Financial Condition and
Results of Operations of Brooklyn Federal Bancorp, Inc. - page 41
Critical Accounting Policies - page 42

23. Please revise this section to provide a more detailed
discussion
of the following for each critical accounting policy:

* Specifically identify why each policy is considered critical by
management.
* Discuss why you could have selected estimates in the current
period
that would have had a materially different impact on your
financial
presentation.
* Discuss why your accounting estimates bear the risk of change
and
describe the potential impact on your financial statements.
* Discuss how accurate your estimates and assumptions have been in
the past and how much they have changed in the past.
* Include quantitative disclosure of your sensitivity to change
based
on other outcomes that are reasonably likely to occur and that
would
have a material effect on the company.
Refer to Item V of Release Nos. 33-8350/34-48960.

Business Strategy - page 43

24. We note your disclosures at the top of page 44 regarding your
recent emphasis on the origination of multi-family properties and
commercial real estate and construction loans, including your
references to increased interest and fee income from such loans.
Please revise your disclosures on page 44 to discuss the extent to
which such loans carry a comparatively greater level of credit
risk
relative to your one-to-four family real estate loans.  Discuss
the
impact of this comparatively higher credit risk on the interest
rates
you offer on such loans.

Comparison of Financial Condition - page 45

25. Please revise your discussions of Net Loans on page 45 to
discuss
why you have no loans held for sale at September 30, 2004 as
presented on page F-3.

Results of Operations - page 45
Provision for Loan Losses - page 47

26. In order for the reader to obtain a better understanding of
the
credit losses inherent in your loan portfolio and their affect on
your results of operations, please revise the comparative
discussions
of your provisions for loan losses on pages 47 and 49 to describe
the
primary reasons for the changes in your provision for loan losses
between periods.  Identify and explain any underlying facts and
circumstances as well as the primary factors considered which led
to
the changes as presented.  Your revised discussions should
specifically address the fact that since 2002 your portfolio has
grown significantly in loan categories that traditionally have
greater credit risk, while your provision has decreased.

Liquidity and Capital Resources - page 53

27. Please provide a more detailed description of you Liquidity
and
Capital Resources position to enable the reader to fully
understand
your ability to meet your future obligations for the periods
presented.  Refer to Item IV of Release No.  33-8350/34-48960.
Specifically address the following:

* Use of proceeds after conversion to establish your ESOP;
* Quantify and discuss your loan activity more clearly.  Explain
in
more detail how you generally sell your longer-term mortgage loans
for the periods presented and discuss any pertinent activity which
may affect your future cash flows in the upcoming year; and
* Provide a more detailed discussion of the underlying facts and
circumstances that led to the significant changes in your
statement
of cash flows such as accrued liabilities, purchases and sales of
loans and investment securities for the periods presented.

Loan Originations, Sales and Repayments - page 61

28. Please revise the table of your loan originations on page 62
to
address the following:

* Supplementally clarify whether your deduction for loan
participations represents loans you actually originated and funded
and then subsequently derecognized under sale treatment in
accordance
with paragraph 9 of SFAS No. 140.  If these participations did not
represent loans you originated and funded, tell us why you believe
it
is appropriate to include in this table loans that were not
originated and funded by you.  Please adjust the table and related
discussion accordingly.
* Revise your use of the terms loan syndication and participations
to
disclose the definition of these terms as you are using them.
Clearly disclose the extent to which such activities are off-
balance
sheet in that the loans are never included in your portfolio.
* Disclose in more detail how your loan syndications are reflected
in
this table and include whether or not you are an entity which acts
as
a lead or as an agent on behalf of other entities that will each
extend credit to a single borrower.

Allowance for Loan Losses - page 68

29. Please revise to describe more fully the underlying reasons
for
no charge-off activity over the last four years as noted on page
69.

30. Please revise to provide a brief discussion of your
foreclosure
history and specifically quantify any losses on foreclosed assets
reported in the last five years.

31. Please revise to provide the following pertaining to BFS REIT,
Inc, your wholly-owned subsidiary:

* Present the condensed financial information of the registrant as
required by Item 9-06 of Regulation S-X;
* Separately identify and disclose the nature and amount of
operating
support provided by you as the REIT advisor on the income
statement
and related footnotes, if applicable;
* Discuss in more detail the underlying terms and conditions of
the
REIT structure and explain how you account for any related income
and
expenses including any advisory fees or commissions received as
well
as any significant expenses; and
* Explain any recourse obligations or guarantees made by you on
behalf of BFS REIT, your wholly-owned subsidiary and describe how
you
account for such obligations.

Transactions with Certain Related Persons - page 101

32. Please set forth the terms of loans to officers and directors.

Tax Effects of the Reorganization - page 105

33. Clarify in the first sentence that the reorganization and
related
transactions are tax-free to subscribers in the offering.

Charter and Bylaws - page 127
Benefit Plans- page 128

34. Expand to clarify the "certain" benefit plans and the
"certain"
provisions that might discourage a hostile takeover.

Consolidated Financial Statements and Notes to Consolidated
Financial
Statements - page F-1
Statement of Cash Flows - page F-6

35. Please present net cash flows from purchases, originations,
and
sales of loans classified as held for sale as operating cash
flows.
Refer to paragraph 27 of SFAS 102.

Note 1 - Summary of Significant Accounting Policies - page F-7

36. We note your split dollar death benefits on page 100.  Please
revise the footnotes to quantify and describe the underlying terms
and conditions of the split dollar benefits including any amounts
of
loans offset against the cash surrender values and any
restrictions
on the use of proceeds.  Refer to FTB 85-4.

37. Please revise to disclose the effect of newly issued, but not
yet
adopted, accounting standards as previously describe on page 55.
Please consider including the date you must adopt the new
standard,
the method of adoption expected to be used and the impact the new
standard will have on the reported financial position and results
of
operations. If you have quantified the impact, please indicate the
estimated amount. If the amount is expected to be immaterial or
the
amount has not been determined, please disclose that fact.  Refer
to
SAB No. 74 - Topic 11:M.

Securities - page F-7

38. Please revise your accounting disclosure on page F-20 to
clarify
when you test your investment securities for impairment.

Loans held-for-sale - page F-8

39. Please revise to disclose your policy for determining when
loans
are held for sale.

40. Please revise to clearly describe your accounting policies and
procedures for loan syndications and participations in a clear and
concise manner. Discuss the accounting treatment for all loan
transfers.  For transactions where you are getting sale treatment
under SFAS 140, please revise to confirm in your disclosure that
you
meet each of the criteria required by paragraph 9 of SFAS 140.
Disclose each of those criteria.

41. Revise to disclose your accounting for other fees and charges
relating to existing loan syndications as required by paragraph 11
of
SFAS No. 91.

Allowance for loan losses - page F-8

42. As discussed on pages 42 and 68 regarding your Allowance for
Loan
Losses, please revise your Accounting Policy disclosures for the
Allowance for Loan Losses to identify and describe in more detail
how
you determine the amount of the specific and general portions of
your
allowance and disclose when your tests for impairment are
performed,
which appears to be on a quarterly basis.

43. Please revise the disclosure to address your charge-off
policies
and explain how you determine past due or delinquency status (that
is, whether past due status is based on how recently payments have
been received or contractual terms).  Refer to paragraph 13 (c) of
SOP 01-6.

44. Revise page F-9 to more clearly disclose the nature of the
"impairment criteria" you apply to your commercial, multi-family
and
construction loans.

45. We note on page F-9 that you generally do not apply such
impairment criteria to those smaller-balance homogeneous loans
that
are collectively evaluated for impairment, such as the Bank`s one-
to-
four family mortgage loans, as these types of loans are outside
the
scope of SFAS No.  114.  Clearly disclose how you collectively
evaluate impairment on such loans.  Specifically how you
determined
whether they were impaired and how you measured the impairment
when
determining the amount of the allowance required.

Note 2 - Securities - page F-10

46. Please revise to disclose your proceeds from sales of
available-
for-sale securities and the gross realized gains and gross
realized
losses that have been included in earnings as a result of those
sales
as required by paragraph 21 of SFAS No. 115.

47