SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 26, 2025

Joseph M. Otting
Chief Executive Officer
Flagstar Financial, Inc.
102 Duffy Avenue
Hicksville, NY 11801

 Re: Flagstar Financial, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed August 8, 2025
Dear Joseph M. Otting:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Finance
cc: Jared Fishman, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 102 Duffy Avenue
 Hicksville, NY 11801

 August 22, 2025

 Division of Corporation Finance
 Office of Finance
 Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C. 20549

  Attention:

 Madeleine Joy Mateo
 Christian Windsor

  Re:

 Flagstar Financial, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed August 8, 2025
 File No. 001-31565

 Ladies and Gentlemen:

 This letter responds to the comment letter from the Staff of the Securities and Exchange Commission (the “Staff”), dated August 19, 2025, concerning the Preliminary Proxy Statement on Schedule 14A of Flagstar Financial, Inc. (the “Company”) filed on
 August 8, 2025.

 For reference purposes, we have set forth the comment from your letter in bold, immediately followed by the Company’s response.

 Preliminary Proxy Statement on Schedule 14A
 Risk Factors, page 12

 We note that you discuss the differences between the application of the securities laws as administered by the OCC for national banks compared to the application of the 1933 Act and 1934 Act as administered by the
 Commission for other registrants. Add a risk factor to clarify that, to the extent that you do not continue to file your reports with the Commission on a voluntary basis, that investors may find it more difficult to access your reports.

 Company Response : The Company will add the following risk factor to our Definitive Proxy Statement on Schedule 14A:

 Although the Bank currently expects to file its Exchange Act reports with the SEC on a voluntary basis, the Bank may cease voluntarily filing at any time.  If the Bank were to cease
 voluntarily filing with the SEC, its reports would no longer be available on the SEC's EDGAR system and may be more difficult for investors to locate.

 Historically, the Company has filed its annual, quarterly and current reports and other business and financial information with the SEC. The SEC has made these filings publicly available through its
 Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. EDGAR allows investors to easily access Company filings. Following the reorganization, the Bank must file its quarterly and annual

 reports required by the Exchange Act with the OCC. In addition, the Bank expects to file such reports with the SEC after closing on a voluntary basis. However, the Bank can cease such voluntary reporting
 at any time, in which case the Bank would file its Exchange Act reports solely with the OCC. The OCC does not have a system comparable to EDGAR and there can be no assurance that the OCC will develop a comparable system in the near future. Accessing
 Bank filings through the OCC requires investors to submit a Freedom of Information Act (“FOIA”) request to the OCC. Therefore, to the extent that the Bank does not file its quarterly and annual reports required by the Exchange Act with the SEC on a
 voluntary basis following the reorganization, investors may find it more difficult to access these reports and may view the Bank less favorably.

 In connection with our response, we acknowledge that we are responsible for the accuracy and adequacy of our disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

 If you have any questions, please contact Bao Nguyen, General Counsel, at Bao.Nguyen@flagstar.com .

 Sincerely,

 /s/ Bao Nguyen

 Bao Nguyen
 Senior Executive Vice President, General Counsel, and Chief of Staff

 cc: Jared Fishman, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 19, 2025

Joseph M. Otting
Chief Executive Officer
Flagstar Financial, Inc.
102 Duffy Avenue
Hicksville, NY 11801

 Re: Flagstar Financial, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed August 8, 2025
 File No. 001-31565
Dear Joseph M. Otting:

 We have reviewed your filing and have the following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
Risk Factors, page 12

1. We note that you discuss the differences between the application of the
securities laws
 as administered by the OCC for national banks compared to the
application of the
 1933 Act and 1934 Act as administered by the Commission for other
registrants. Add
 a risk factor to clarify that, to the extent that you do not continue to
file your reports
 with the Commission on a voluntary basis, that investors may find it
more difficult to
 access your reports.
 August 19, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Madeleine Joy Mateo at 202-551-3465 or Christian Windsor
at 202-
551-3419 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Jared Fishman, Esq.
</TEXT>
</DOCUMENT>

November 26, 2024
Craig Gifford
Senior Executive Vice President and Chief Financial Officer
New York Community Bancorp, Inc.
102 Duffy Avenue
Hicksville, New York 11801
Re:New York Community Bancorp, Inc.
Form 10-K for the Fiscal Year ended December 31, 2023
File No. 001-31565
Dear Craig Gifford:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 FLAGSTAR FINANCIAL, INC.

100 Duffy Avenue, Suite 310

Hicksville, New York 11801

November 26, 2024

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, DC 20549

 Re: Flagstar Financial, Inc.

   Registration Statement on Form S-1

   Amendment No. 2, Filed on November 15, 2024

   File No. 333-280398

Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Securities Act”), Flagstar Financial, Inc. (the “Registrant”) hereby respectfully requests that the Securities and Exchange Commission (the “Commission”) accelerate the effective date and
time of the above-referenced Registration Statement on Form S-1 (as amended, the “Registration Statement”), and declare the Registration Statement effective as of 12:00 p.m., Eastern Time, on
November 29, 2024, or as soon thereafter as practicable. In this regard, the Registrant is aware of its obligations under the Securities Act.

 The
Registrant requests that it be notified of such effectiveness by a telephone call to Edgar J. Lewandowski at (212) 455-7614.

 Sincerely,

 FLAGSTAR FINANCIAL, INC.

 /s/ Bao Nguyen

 By:   Bao Nguyen

 Title: Senior Executive Vice President,
   General Counsel and Chief of
Staff

CORRESP
1
filename1.htm

nycbresponselettertoseco

November 8, 2024  Page 1 of 4              102 Duffy Avenue  Hicksville, New York 11801  Telephone: (516) 683-4100  Craig Gifford   Senior Executive Vice President and Chief Financial Officer   VIA EDGAR   November 8, 2024  Mr. Todd Schiffman   Mr. Christian Windsor   Division of Corporation Finance   Securities and Exchange Commission   100 F Street, N.E.   Washington, DC 20549   Re:   New York Community Bancorp, Inc.   Amendment No. 1 to Form 10-K for the Fiscal Year ended December 31, 2023   Filed March 15, 2024   Form 10-Q for the Fiscal Quarter Ended March 31, 2024   File No. 001-31565   Dear Mr. Schiffman and Mr. Windsor:   New York Community Bancorp, Inc. (the “Company,” “NYCB” “we” or “our”) is submitting the following responses to the  comment letter of the staff (the “Staff”) of the Securities and Exchange Commission dated October 16, 2024, regarding the  Company’s Amendment No. 1 to its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2023 and the Company’s  Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2024 and June 30, 2024 in accordance with the Securities  Exchange Act of 1934, as amended.   To assist your review, we have retyped the text of the Staff’s comments in bold text below. Please note that, except where  otherwise indicated below, references to page numbers refer to the page numbers of the EDGAR-filed Q3 2024 10-Q.

November 8, 2024  Page 2 of 4        Amendment No. 1 to Form 10-K  Management's Discussion and Analysis of Financial Condition, page 55  1. We note your response to comment 17. In future filings, please clarify management's view of the potential impact of  your choice to focus on lending to borrowers who have additional relationships with your banking operations on your  ability to maintain or grow your loan portfolio. Similarly, please clarify if this strategy will require additional staff  resources to maintain and attract new relationship clients.    We have included the following disclosure in our Q3 2024 10-Q:     MD&A, Multi-family loans     To mitigate our exposure to rent regulated properties, we are curtailing future originations of such loans secured by rent- regulated properties. We are no longer utilizing mortgage brokers to refer loan origination opportunities to us. We are  focusing originations and renewal retention on borrowers with whom we will have broader customer relationships beyond  lending. Additionally, we are strategically diversifying our loan portfolio to shift from multi-family loans to other loan  sectors. We have begun to add experienced commercial banking lenders and credit personnel which will impact our  noninterest expense.    Form 10-Q for the Fiscal Quarter Ended June 30, 2024   Multi-Family Loans, page 13    2. Reference is made to the second paragraph. It appears that this disclosure is not consistent with your response to  comment 11 where you state, "The multi-family loan portfolio had $15.4 billion in loans outstanding that were in their  interest-only period as of June 30, 2024." You go on to state that, "Historically, we originated certain loans with an  initial interest-only period which was typically 24 months or less. However, policy allowed for the interest-only period to  exceed 24 months." In this section of your quarterly report, you state that, "as of the end of the June 30 quarter, the  weighted average interest only-period was 22 months." Please discuss in future filings the extent to which the loans that  remain in interest only periods represent loans that had been granted longer periods before they entered amortization,  including whether the loans shared any characteristics (e.g. size, geographic location, affiliations between the borrowing  parties, etc.). Alternatively, revise your disclosure to clarify the interest-only period for your loan portfolio.     ther than the overall multi-family portfolio concentration in the state of New York, there are no particular concentrations  associated with the loans in their interest-only period. The length of the average remaining interest-only period relates to  policy exceptions granted by our Credit department in 2022 and 2023. We have included disclosure of the average  origination-date interest-only period of the remaining interest-only loans.in our Q3 2024 10-Q:     MD&A, Multi-family loans     Our multi-family loans may contain an initial interest-only period; however, they are underwritten on a fully amortizing  basis, including the calculation of the debt service coverage ratio. Whether a borrower qualifies for an interest-only period is  based on the individual credit profile of the borrower, particularly the loan-to-value of the property. At September 30, 2024,  we had $14.0 billion of multi-family loans in their interest-only period. These loans were originated with an average interest- only period of approximately 36 months. As of September 30, 2024, there is a weighted average interest-only period of  approximately 20 months remaining. Approximately 56 percent of these loans enter their amortization period by the end of  2025.

November 8, 2024  Page 3 of 4        Regulatory Capital, page 27     3. Please revise future filings to include the information provided in your response to prior comment 25 related to the  regulatory requirements of becoming a Category IV banking organization including your progress to meeting the  transition requirements  We have included the following disclosure in our Q3 2024 10-Q:     MD&A, Regulatory Capital and Requirements of Category IV Standards    The Company is a bank holding company subject to regulation, examination and supervision by the Federal Reserve while  the Bank is a national bank subject to regulation, examination, and supervision by the Office of the Comptroller of the  Currency. Effective October 1, 2023 we became subject to Category IV prudential standards which included heightened  requirements related to capital, liquidity and risk management, as follows:    As a Category IV firm we maintain a capital plan approved by the Board of Directors which includes  analysis under various company-derived stress scenarios. The Company submitted its 2024 capital plan to  the Federal Reserve as required by regulation and received written feedback on the plan and associated  governance which it has begun to address as part of the capital planning activities for 2025 and subsequent  periods. Category IV institutions are subject to a supervisory stress test every other year. The supervisory  stress test will first be applicable to the Company in 2026.   Category IV institutions are required to perform liquidity stress tests that consider the potential impact of  market and idiosyncratic stresses over various time horizons, and to maintain an on-balance sheet liquidity  buffer at least equal to the 30-day stress horizon.  The Company has developed and continues to enhance its  liquidity stress capabilities. As a result of the requirement to maintain a liquidity buffer, the Company  significantly increased its on balance sheet liquidity during 2024.   Category IV firms are required to prepare and maintain formal resolution plans for actions to be undertaken  in the event of firm failure. The FDIC issued a final rule revising the resolution plan requirements effective  October 1, 2024.  The Company will submit its first resolution plan under the final rule in mid-2025. The  Company has a program underway to develop the resolution plan and does not expect any material impact to  the Company in developing the plan.   Under regulatory heightened standards, a risk governance framework is required to be developed and  maintained to manage and control the risk-taking activities of the firm. Management has developed a written  framework and is implementing the various components in an integrated fashion as underlying business  processes mature. Heightened standards also require risk limits, metrics, and analytics which monitor the  size and direction of key risks in the organization. The Company has established risk limits which are  monitored by the Board of Directors and continues to enhance related metrics and analytics.

November 8, 2024  Page 4 of 4        Please do not hesitate to call me at (516) 683-4100 with any questions or further comments you may have regarding  these filings or if you wish to discuss the above responses.      Very truly yours,     NEW YORK COMMUNITY BANCORP, INC.       By: /s/ Craig Gifford     Name: Craig Gifford  Title: Senior Executive Vice President and  Chief Financial Officer   cc: New York Community Bancorp, Inc.   Bryan L. Marx

October 16, 2024
Craig Gifford
Senior Executive Vice President and Chief Financial Officer
New York Community Bancorp, Inc.
102 Duffy Avenue
Hicksville, New York 11801
Re:New York Community Bancorp, Inc.
Amendment No. 1 to Form 10-K for the Fiscal Year ended December 31, 2023
Forms 10-Q for the Fiscal Quarters Ended March 31, 2024 and June 30, 2024
File No. 001-31565
Dear Craig Gifford:
            We have reviewed your filings and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 1 to Form 10-K
Management's Discussion and Analysis of Financial Condition, page 55
1.We note your response to comment 17. In future filings, please clarify management's
view of the potential impact of your choice to focus on lending to borrowers who have
additional relationships with your banking operations on your ability to maintain or
grow your loan portfolio. Similarly, please clarify if this strategy will require
additional staff resources to maintain and attract new relationship clients.
Form 10-Q for the Fiscal Quarter Ended June 30, 2024
Multi-Family Loans, page 13
Reference is made to the second paragraph. It appears that this disclosure is not
consistent with your response to comment 11 where you state, "The multi-family loan
portfolio had $15.4 billion in loans outstanding that were in their interest-only period
as of June 30, 2024."  You go on to state that, "Historically, we originated certain
loans with an initial interest-only period which was typically 24 months or less.
However, policy allowed for the interest-only period to exceed 24 months."  In this 2.

October 16, 2024
Page 2
section of your quarterly report, you state that, "as of the end of the June 30 quarter,
the weighted average interest only-period was 22 months." Please discuss in future
filings the extent to which the loans that remain in interest only periods represent
loans that had been granted longer periods before they entered amortization, including
whether the loans shared any characteristics (e.g. size, geographic location, affiliations
between the borrowing parties, etc.). Alternatively, revise your disclosure to clarify
the interest-only period for your loan portfolio.
Regulatory Capital, page 27
3.Please revise future filings to include the information provided in your response to
prior comment 25 related to the regulatory requirements of becoming a Category IV
banking organization including your progress to meeting the transition requirements.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact William Schroeder at 202-551-3294 or John Nolan at 202-551-3492 if
you have questions regarding comments on the financial statements and related
matters. Please contact Todd Schiffman at 202-551-3491 or Christian Windsor at 202-551-
3419 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

CORRESP

 SIMPSON THACHER & BARTLETT
LLP

 425 LEXINGTON AVENUE

NEW YORK, N.Y. 10017-3954

(212) 455-2000

FACSIMILE (212) 455-2502

DIRECT DIAL NUMBER

E-MAIL ADDRESS

(212) 455-7614

ELEWANDOWSKI@STBLAW.COM

 August 23, 2024

VIA EDGAR

 Re:  New York Community Bancorp, Inc.

Form S-1 filed June 21, 2024 (the “Registration Statement”)

File No. 333-280398

 Mr. Todd Schiffman

Mr. Christian Windsor

 Division of Corporation Finance

Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

 Dear Mr. Schiffman and Mr. Windsor:

On behalf of New York Community Bancorp, Inc. (the “Registrant”), we hereby transmit via EDGAR for filing with the Securities and
Exchange Commission Amendment No. 1 (“Amendment No. 1”) to the above-referenced Registration Statement. The Registration Statement has been revised in response to the staff’s (the “Staff”) comments and to reflect
certain other changes.

 In addition, we are providing the following responses to your comment letter, dated July 18, 2024, regarding
the Registration Statement. The responses and information described below are based upon information provided to us by the Registrant.

 To
assist your review, we have retyped the text of the Staff’s comments in italics below. Please note that all references to page numbers in our responses refer to the page numbers of Amendment No. 1.

Form S-1 filed June 21, 2024

Plan of Distribution, page 31

1.
 We note your disclosure that your selling securityholders may sell their securities in one or more
underwritten offerings on a firm commitment or best efforts basis. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a
post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

The Registrant acknowledges the Staff’s comment and has revised the plan of distribution in Amendment No. 1 to include the names of
the underwriters that may be retained by selling stockholders as managing underwriters in connection with any given underwritten offering. See page 33 of Amendment No. 1. The Registrant will specify in the prospectus supplement for any given
underwritten offering which of such financial institutions will serve as managing underwriter(s) for such offerings and, in reliance on Rule 430A, would also include in such prospectus supplement the names of
non-managing underwriting syndicate members. To the extent the selling stockholders retain a managing underwriter other than those listed in the Registration Statement when it is initially declared effective,
the Registrant confirms that it will file a post-effective amendment in order to include such disclosure in the Registration Statement.

Securities and Exchange Commission

2

August 23, 2024

 General

2.
 Reference is made to the staff comment letter relating to the company’s Form 10-K for fiscal year ended 12/31/2023 and other subsequent filings, which we issued on July 17, 2024. As the 10-K is incorporated into this
S-1, those comments should be resolved before requesting acceleration to this registration statement.

The Registrant acknowledges the Staff’s comment and confirms that it will wait until the Staff’s comments on the Registrant’s
Form 10-K for fiscal year ended 12/31/2023 have been resolved prior to requesting acceleration of the effectiveness of the Registration Statement.

*  *  *  *  *

Please do not hesitate to call Edgar J. Lewandowski at
212-455-7614 with any questions or further comments you may have regarding this filing or if you wish to discuss the above responses.

 Very truly yours,

 /s/ Edgar J. Lewandowski

 Edgar J. Lewandowski

cc:
 New York Community Bancorp, Inc.

Craig Gifford

 Bryan L. Marx

 Bao Nguyen

CORRESP
1
filename1.htm

CORRESP

 

 102 Duffy Avenue

 Hicksville, New York 11801

Telephone: (516) 683-4100

 Craig Gifford

 Senior
Executive Vice President and Chief Financial Officer

 VIA EDGAR

August 12, 2024

 Mr. Todd Schiffman

 Mr. Christian Windsor

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

 Re:   New
York Community Bancorp, Inc.

 Amendment No. 1 to Form 10-K for the Fiscal Year ended
December 31, 2023

 Filed March 15, 2024

Form 10-Q for the Fiscal Quarter Ended March 31, 2024

File No. 001-31565

Dear Mr. Schiffman and Mr. Windsor:

New York Community Bancorp, Inc. (the “Company,” “NYCB” “we” or “our”) is submitting the following
responses to the comment letter of the staff (the “Staff”) of the Securities and Exchange Commission dated July 17, 2024, regarding the Company’s Amendment No. 1 to its Annual Report on Form
10-K for the fiscal year ended December 31, 2023 (the “2023 10-K”) and the Company’s Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2024 (the “Q1 10-Q”) in accordance with the Securities Exchange Act of 1934, as amended.

To assist your review, we have retyped the text of the Staff’s comments in bold text below. Please note that, except where otherwise
indicated below, references to page numbers refer to the page numbers of the EDGAR-filed 202310-K and Q1 10-Q.

Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2023

Risk Factors

 Failure to maintain an adequate level of
liquidity could result in an inability to fulfill our financial obligations, page 32

1.
 We note your disclosure in the second paragraph of this risk factor that downgrades in your credit ratings
could result in an “acceleration of deposit outflows.” We also note that you hold governmental and custodial accounts, including for your mortgage servicing rights, that required you to maintain a specified credit rating. Please provide
disclosure in future filings of where you are seeking or have received a waiver in order to maintain the deposit business due to a downgrade in one or more of your credit ratings and the specific risks posed if you have not been able to, or are not
able to in the future, secure a waiver as needed.

 August 12, 2024

 Page
 2
 of 38

 The Agencies maintain standards that define the criteria that must be met for an institution
to qualify as an eligible custodial depository for the deposits related to loans owned by those respective entities. Each of the following three criteria must be met in order to qualify as an eligible custodial depository: the depository institution
must 1) offer deposit insurance through the Federal Deposit Insurance Corporation (the “FDIC”) or the National Credit Union Share Insurance Fund, 2) be rated as well capitalized by its federal or state regulator and 3) have an investment
grade short-term issuer/deposit rating from Moody’s Investor’s Service Inc. (“Moody’s”) or S&P Global Ratings (“S&P”) if the institution has assets of more than $30 billion. If any of these three
criteria are not met, the agencies can declare a depository ineligible to hold its custodial deposits, issue a waiver of the criteria or mandate certain restrictions such as limiting the institution to only insured balances or require more frequent
remittance of collected custodial funds. Each agency operates independently and makes its own determination on eligibility.

 As of
June 30, 2024, Flagstar Bank, N.A. (“Flagstar” or the “Bank”) was not in compliance with the third criteria and has received a full waiver from each of the three Agencies. Had Flagstar not been able to secure these waivers,
some or all of the agency custodial deposit balances would exit the Bank causing a decline in liquidity.

 Commencing with our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2024 (the “Q2 10-Q”), we will revise our disclosure to disclose the existence of any waivers to maintain the
deposit business due to a downgrade in our credit ratings and any risks related to such waiver and/or downgrade.

 We have included the
following disclosure in our Q2 10-Q:

 MD&A, Credit Ratings

“We maintain credit ratings from three rating agencies: Moody’s, Fitch and Morningstar DBRS. As of each of the dates indicated, our
credit ratings were as follows:

June 30, 2024

December 31, 2023

June 30, 2023

 Long-Term Issuer Rating:

 Moody’s

B2

Baa3

Baa3

 Fitch

BB

BBB

BBB

 Morningstar DBRS

BBB
(low)

BBB
(high)

BBB
(high)

 Short-Term Deposits Rating:

 Moody’s

NP

P-2

P-2

 The primary mortgage loan agencies maintain standards that define the criteria that must be met for an
institution to qualify as an eligible custodial depository for the deposits related to loans owned by those entities, including have an investment grade short-term issuer/deposit rating from Moody’s or S&P. We are currently not in
compliance with that criteria. We have received a waiver of these criteria for all of our custodial deposits which could be revoked at any of the agencies’ discretion. We have no other direct contractual relationships tied to further downgrades
in our credit ratings, but may suffer reputational risk that could have an adverse effect on our business should that occur.”

 August 12, 2024

 Page
 3
 of 38

 We utilize third-party mortgage originators which subjects us to strategic, reputation, compliance, and
operational risk., page 43

2.
 Please tell us and provide disclosure in the future as to whether this section relates only to consumer
mortgage loans or also includes multi-family or commercial real estate loans. Also, please indicate to the extent material, whether you rely, or have relied upon a particular broker or other third-party service provider for origination or
documentation of mortgage loans. We note The Wall Street Journal articles on February 10 and March 24, 2024 discussing your significant business relationship with Meridian Capital Group.

 Commencing with our Annual Report on Form 10-K for the year ending
December 31, 2024 (the “2024 10-K”), we will clarify the disclosure in the risk factor section. We do note, however, that this risk factor disclosure may further change as a result of the
Company having recently reached an agreement to sell its consumer mortgage business, which was announced on July 25, 2024.

 We further
confirm that the risk factor section, as presented in our 2023 10-K, was focused on our residential mortgage origination business, specifically related to the portion of our business conducted through
third-party mortgage originators. Any loans originated through third-party mortgage originators are classified as held-for-sale.

We have not historically utilized and do not intend to utilize third party originators for our commercial real estate loans or multi-family
loans, or in the manner described in the 2023 10-K risk factor. We have only historically utilized third party brokers to refer loan origination opportunities. We have historically and will continue to
underwrite our commercial real estate and multi-family loans in-house. We have included a comment to this effect in our Q2 10-Q.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 51

3.
 Please tell us and revise future filings to discuss the third-party credit ratings you are subject to, your
credit ratings for the periods presented, and the impact or potential impact of changes to those ratings during the periods presented.

We currently maintain credit ratings from three ratings agencies: Moody’s, Fitch and Morningstar DBRS. We receive a long-term debt rating
from all three agencies and a deposit rating from Moody’s. We have no other contractual relationships tied to further downgrades to our debt or deposit ratings other than as described in our response to comment 1.

Please see our response to comment 1 above for the additional disclosure added to address this comment.

Our credit ratings as of June 30, 2024 were as follows:

June 30, 2024

 Long-Term Issuer Rating:

 Moody’s

B2

 Fitch

BB

 Morningstar DBRS

BBB
 (low)

 Short-Term Deposits Rating:

 Moody’s

NP

 August 12, 2024

 Page
 4
 of 38

4.
 We note the discussion under “Remediation Status of Reported Material Weaknesses” on page 153.
Please discuss on page 51 or elsewhere in the MD&A whether and to what extent these measures will require material expenditures. For example, include a discussion of any expected material increases in
non-interest expense.

 We do not expect the costs for the remediation of
reported material weaknesses to be material. We have made significant changes to our Board of Directors and executive management team to address governance and oversight matters. We have also hired, and are in the process of hiring personnel, to
improve the design and operating effectiveness of our credit review controls which we consider to be part of our ongoing operations. To the extent that facts and circumstances change from current expectations as we execute our remediation actions,
we will provide additional disclosures in the Management’s Discussion and Analysis sections of the applicable Annual Report on Form 10-K or Quarterly Report on Form
10-Q regarding any expected material expenditures.

 We have included the following disclosure in
our Q2 10-Q:

 MD&A, Recent Developments

“We identified certain material weaknesses in management’s report on internal control over financial reporting included within Item
9A of our Annual Report on Form 10-K/A for the year ended December 31, 2023. Our progress toward remediation as of June 30, 2024 is discussed within Item 4 of this Form
10-Q. We do not expect the cost to remediate these material weaknesses to be material to the consolidated financial statements.”

Net Interest Income, page 53

5.
 We note your discussion regarding net interest income, including your year-to-year comparison. While you have referred to changes in various interest income and expense components being impacted by the Flagstar and Signature acquisitions here and in the following net interest
margin presentation and discussion, you have not quantified or further discussed how these individual acquisitions impacted the noted income and expense amounts and the accompanying average yield information. Please tell us and revise future filings
to more fully quantify how the individual acquisitions impacted each disclosed income and expense analysis, including both nominal changes in total amounts and yield changes. Please refer to Item 303(b)(2) of Regulation S-K.

 We do not view the assets acquired and liabilities assumed through the
Flagstar acquisition and Signature transaction as separate segments, lines of business, reporting verticals, or otherwise. The legacy Flagstar and Signature businesses have been incorporated into our overall business activities. Financial results of
the acquired businesses, including income, expense and yield are not presented separately to management, the Chief Operating Decision Maker or the Board of Directors. Given this fact pattern, management does not separately track or present this
financial information internally and the results of operations and net interest margin information disclosed are instead reflective of management’s view that we operate as a single bank. Because of the significant overlap of activities with
three organizations with similar size and business, staff, vendor, and other cost changes were done with a view to the organization as a whole and therefore impact of any individual legacy institution is indistinguishable from the whole.
Additionally, the impact on net interest income is not distinguishable because of the significant changes in funding structure of the Company in 2023 and early 2024, which impacted the Company as a whole. Therefore, while our disclosures indicate
that the acquisitions did indeed have an impact on the various income and expense components, for purposes of disclosure, granular data relating to how the Flagstar acquisition and Signature transaction has impacted income and expense amounts and
the accompanying average yield information is not produced at the legacy bank level.

 August 12, 2024

 Page
 5
 of 38

 Net Interest Margin, page 54

6.
 We note on page 54 of the December 31, 2023 10-K
and page 8 of the March 31, 2024 10-Q that certain data presented does not sum to the totals in your rate/volume tables. Please revise future filings accordingly.

We acknowledge that the interest rate and volume columns in the tables on page 54 of our 2023 10-K and
page 8 of our Q1 10-Q do not sum to the totals as noted in your comment. The narrative preceding the tables accurately stated how the changes were allocated to each individual line. We did not attempt to
adjust the rounding differences in each line caused by the allocation methodology to ensure the columns sum to the totals. This was consistent with how management has historically reviewed the net interest margin on its loan portfolio. In our future
filings, commencing with the Q2 10-Q, we have conformed our presentation such that the data presented sums in accordance with the comment.

We have included the following disclosure in our Q2 10-Q:

MD&A, Net Interest Income

“The following table presents the extent to which changes in interest rates and changes in the volume of interest-earning assets and
interest-bearing liabilities affected our interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) the changes attributable to changes in volume (changes in volume
multiplied by prior rate); (ii) the changes attributable to changes in rate (changes in rate multiplied by prior volume); and (iii) the net change.”

Three Months Ended,

Six Months Ended,

June 30, 2024 compared to
March 31, 2024 Increase/
(Decrease) Due to:

June 30, 2024 compared to
June 30, 2023 Increase/
(Decrease) Due to:

(In millions)

Volume1

Rate1 2

Net

Volume1

Rate1 2

Net

 INTEREST-EARNING ASSETS:

 Mortgage and other loans and leases

$
(13
)

$
(13
)

$
(26
)

$
 167

$
 165

$
 332

 Securities

6

10

16

32

24

56

 Reverse repurchase agreements

— 

— 

— 

(8
)

(9
)

(17
)

 Interest earning cash & cash equivalent

50

(5
)

45

125

33

158

 Total interest-earnings assets

$
43

$
 (8
)

$
 35

$
 316

$
 213

$
 529

 INTEREST-BEARING LIABILITIES:

 Interest-bearing checking and money market accounts

$
(24
)

$
 6

$
(18
)

$
(29
)

$
 86

$
 57

 Savings accounts

4

13

17

(15
)

47

32

 Certificates of deposit

25

21

46

164

208

372

 Short term borrowed funds

11

16

27

(29
)

(11
)

(40
)

 Other borrowed funds

16

14

30

144

238

$
 382

 Total interest-bearing liabilities

$
32

$
 70

$
 102

235

$
 568

$
 803

 Change in net interest income

$
11

$
(78
)

$
(67
)

$
 81

$
 (355
)

$
 (274
)

(1)
 The change in interest income or expense due to both rate and volume has been allocated between the factors in
proportion to the relationship of the absolute dollar amounts of the change in each.

(2)
 Includes the impact of nonaccrual loans.

 August 12, 2024

 Page
 6
 of 38

 Provision for Credit Losses

Comparison to Prior Year to Date, page 55

7.
 We note you charged-off $112 million for a co-operative loan in the fourth quarter, subsequently transferred the loan to held for sale and recognized a $26 million gain from the disposition on sale subsequent to year-end. We also note from your 8-K and accompanying press release dated January 31, 2024, that the loan had “a unique feature that pre-funded capital expenditures” when describing the charge-off and related information. Please provide the following additional details regarding the loan and charge-off:

•

 Additional information on the triggering events or other factors, such as the
pre-funded capital expenditures, which led to management’s determination to take this charge-off in the

July 18, 2024
Bao Nguyen
Senior Executive Vice President, General Counsel and Chief of Staff
New York Community Bancorp, Inc.
102 Duffy Avenue
Hicksville, New York 11801
Re:New York Community Bancorp, Inc.
Form S-1 filed June 21, 2024
File No. 333-280398
Dear Bao Nguyen:
            We have conducted a limited review of your registration statement and have the following
comments.
            Please respond to this letter by providing the requested information. If you do not believe
a comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing the information you provide in response to this letter, we may have
additional comments.
Form S-1 filed June 21, 2024
Plan of Distribution, page 31
1.We note your disclosure that your selling securityholders may sell their securities in one
or more underwritten offerings on a firm commitment or best efforts basis. Please confirm
your understanding that the retention by a selling stockholder of an underwriter would
constitute a material change to your plan of distribution requiring a post-effective
amendment.  Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of
Regulation S-K.
General
2.Reference is made to the staff comment letter relating to the company's Form 10-K for
fiscal year ended 12/31/2023 and other subsequent filings, which we issued on July 17,
2024. As the 10-K is incorporated into this S-1, those comments should be resolved
before requesting acceleration to this registration statement.

July 18, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Todd Schiffman at 202-551-3491 or Christian Windsor at 202-551-3419
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance

July 17, 2024
Craig Gifford
Senior Executive Vice President and Chief Financial Officer
New York Community Bancorp, Inc.
102 Duffy Avenue
Hicksville, New York 11801
Re:New York Community Bancorp, Inc.
Amendment No. 1 to Form 10-K for the Fiscal Year ended December 31, 2023
Filed March 15, 2024
Form 10-Q for the Fiscal Quarter Ended March 31, 2024
File No. 001-31565
Dear Craig Gifford:
            We have reviewed your filings and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2023
Risk Factors
Failure to maintain an adequate level of liquidity could result in an inability to fulfill our financial
obligations, page 32
1.We note your disclosure in the second paragraph of this risk factor that downgrades in
your credit ratings could result in an "acceleration of deposit outflows." We also note that
you hold governmental and custodial accounts, including for your mortgage servicing
rights, that required you to maintain a specified credit rating. Please provide disclosure in
future filings of where you are seeking or have received a waiver in order to maintain the
deposit business due to a downgrade in one or more of your credit ratings and the specific
risks posed if you have not been able to, or are not able to in the future, secure a waiver as
needed.

July 17, 2024
Page 2
We utilize third-party mortgage originators which subjects us to strategic, reputation, compliance,
and operational risk., page 43
2.Please tell us and provide disclosure in the future as to whether this section relates only to
consumer mortgage loans or also includes multi-family or commercial real estate loans.
Also, please indicate to the extent material, whether you rely, or have relied upon a
particular broker or other third-party service provider for origination or documentation of
mortgage loans. We note The Wall Street Journal articles on February 10 and March 24,
2024 discussing your significant business relationship with Meridian Capital Group.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
51
3.Please tell us and revise future filings to discuss the third-party credit ratings you are
subject to, your credit ratings for the periods presented, and the impact or potential impact
of changes to those ratings during the periods presented.
4.We note the discussion under "Remediation Status of Reported Material Weaknesses" on
page 153. Please discuss on page 51 or elsewhere in the MD&A whether and to
what extent these measures will require material expenditures. For example, include a
discussion of any expected material increases in non-interest expense.
Net Interest Income, page 53
5.We note your discussion regarding net interest income, including your year-to-year
comparison. While you have referred to changes in various interest income and expense
components being impacted by the Flagstar and Signature acquisitions here and in the
following net interest margin presentation and discussion, you have not quantified or
further discussed how these individual acquisitions impacted the noted income and
expense amounts and the accompanying average yield information. Please tell us and
revise future filings to more fully quantify how the individual acquisitions impacted each
disclosed income and expense analysis, including both nominal changes in total amounts
and yield changes. Please refer to Item 303(b)(2) of Regulation S-K.
Net Interest Margin, page 54
6.We note on page 54 of the December 31, 2023 10-K and page 8 of the March 31, 2024
10-Q that certain data presented does not sum to the totals in your rate/volume tables.
Please revise future filings accordingly.
Provision for Credit Losses
Comparison to Prior Year to Date, page 55
We note you charged-off $112 million for a co-operative loan in the fourth quarter,
subsequently transferred the loan to held for sale and recognized a $26 million gain from
the disposition on sale subsequent to year-end. We also note from your 8-K and
accompanying press release dated January 31, 2024, that the loan had "a unique feature
that pre-funded capital expenditures" when describing the charge-off and related
information. Please provide the following additional details regarding the loan and
charge-off:
Additional information on the triggering events or other factors, such as the pre-•7.

July 17, 2024
Page 3
funded capital expenditures, which led to management’s determination to take this
charge-off in the fourth quarter.
•The carrying value of the loan, loan performance, the existence of any specific loan
loss provisions as of each quarterly period from December 31, 2022 to December 31,
2023.
•Granular and transparent information regarding the uniqueness of the loan and how
the pre-funded capital expenditures work within the loan terms.
•A reconciliation as to how the gain was determined subsequent to year-end.
Loan Maturity and Repricing Analysis, page 58
8.We noted in your table on page 58 that a significant portion of your multi-family and
commercial real estate portfolios will reprice over the next six years. We also note your
disclosure on page 67 that “repricing risk” was one of the factors in your fourth quarter
reserve build. Please tell us and revise future filings to discuss in greater detail the impact
that repricing risk has on your borrower’s ability to repay loans, how such risk is included
in your allowance for loan losses assumptions and/or qualitative factors, and any potential
negative impacts of repricing on your business. Similarly consider updating your risk
factor disclosure to discuss how you evaluate repricing risk during the term of the loan in
cases where the loan is still performing.
9.We note 63% of your total loans will mature or reprice in the next one to five years, as
derived from your loan maturity and repricing table. Given the significance of this balance
to your overall portfolio and impact it may have on the many facets of your operations
including loan performance, net interest margin, liquidity and results of operations, please
provide and revise future filings to provide a more granular presentation of the various
maturities within the one-to-five-year category. Please also clarify whether you classify
loans during the initial fixed rate period as fixed or adjustable in the repricing table.
Please refer to Item 303 of Regulation S-K.
Multi-Family Loans, page 59
10.We note your disclosure that $18.3 billion of your multi-family loan portfolio is subject to
rent regulation. Please tell us and revise future filings to explain in greater detail how the
New York Housing Stability and Tenant Protection Act of 2019 could impact or has
impacted the value of the properties securing these loans and borrower’s ability to repay
the loans.
11.We note your disclosure that approximately 38 percent of the loans subject to rent
regulation in the multi-family portfolio are currently in an interest only period. Please tell
us and revise future filings to disclose the total multi-family loans in an interest-only
period and the average interest-only period remaining.  In addition, we note from the
penultimate paragraph on page 60 that, "our multi-family loans may contain an initial
interest-only period which typically does not exceed two years..." Please confirm to us
that these loans were originated in the past two years or explain to us the reason(s) why 38
percent of these loans are in an interest-only period.
We note that the weighted average LTV of the New York State rent regulated multi-
family portfolio was 58 percent as of December 31, 2023. We also note your disclosure 12.

July 17, 2024
Page 4
on page 60 that you primarily underwrite multi-family loans based on the current cash
flows produced by the collateral property, with a reliance on the “income” approach to
appraising the properties, rather than the “sales” approach. Please revise future filings to
clarify whether the values in your LTV’s, like that referenced above on page 59, refer to
the sale price or another measure of value.
13.We note that multi-family loans may contain an initial interest-only period at origination.
Please tell us and revise future filings to clarify if the minimum DSCR of 120 percent is
calculated on the interest only period or fully amortized basis. Please tell us how you
determine when to offer an initial interest-only period and how such term works with the
initial fixed rate period of the loan. For example, explain if the interest-only loans are
those that have a longer fixed rate period, or clarify, if true, that you offer such terms to
borrowers that are refinancing at the end of a fixed-rate period, etc. Similarly include in
your response and future filings information related to the initial interest-only periods for
commercial real estate discussed on page 62.
14.We note your disclosure on page 31 regarding the impact of the New York Housing
Stability and Tenant Protection Act of 2019 and the potential for the value of collateral
located in New York State to become impaired, and in turn, have a negative adverse effect
on your financial condition and results of operations. We also note that multi-family loans
classified as substandard increased from approximately $0.6 billion at December 31, 2022
to approximately $2.3 billion at December 31, 2023. We note on page 64 that it is not
your policy to order updated appraisals for performing loans. Please tell us and revise
future filings to discuss whether you had a process or procedure in place to consider
obtaining updated appraisals on properties securing your multi-family loans on a more
regular basis considering the deterioration of the credit quality in your multi-family loan
portfolio and potential impact of declining loan to value ratios. In addition, describe the
analysis done that led to the determination not to update appraisals on a more regular
basis.
15.In future filings, revise to describe the specific details of any risk management policies,
procedures or other actions undertaken by management in response to the current
environment for rent regulated multi-family loans.
16.Reference is made to the last full paragraph on page 59. Tell us with a view toward
disclosure whether you monitor cash-flow on the properties securing the loans after the
loan disbursement if the loan is still performing, and if so, how you utilize this
information.
17.We note the third full paragraph on page 60 where you discuss your relationships with
mortgage brokers. Tell us with a view toward future disclosure, what percentage of multi-
family or commercial real estate loans were developed in house versus through mortgage
brokers. If applicable, tell us whether any mortgage broker was responsible for referring
more than 10% of your multi-family or commercial real estate portfolio in any significant
geographic region. Finally, regarding the 350 largest loans that were reevaluated in the
first quarter, please quantify what percentage were through mortgage brokers. Please also
provide disclosure to the extent there is a significant concentration with a specific
mortgage broker in that population of loans.

July 17, 2024
Page 5
Commercial Real Estate, page 61
18.We note that you identify the loan types that make up your CRE loan portfolio in your
disclosure on page 61. Please revise future filings, to also quantify your CRE loan
portfolio by borrower or other characteristics (e.g., office, hotel, multi-family) for the
periods presented, similar to the information you provided investors in your January 31,
2024 earnings call presentation. In addition, please tell us and revise future filings to
disclose the current weighted average loan to value ratio and occupancy rates for all the
periods presented.
Non-Performing Loans, page 66
19.We note that non-performing loans (NPL’s) increased significantly from December 31,
2022 through the first quarter ending March 31, 2024 across all loan categories and your
disclosure that the increase in NPLs was primarily driven by a $125 million increase in
multi-family loans and a $108 million in commercial real estate loans, primarily office.
Please further explain the underlying reasons driving the changes in your NPLs in each
loan category, including separately quantifying how much of the increase relates to loans
acquired in the Signature acquisition as well as disclosure of trends driving delinquencies
in each loan category such as occupancy rates, etc.
Allowance for Credit Losses, page 67
20.We note your disclosure here and in Note 7 – Allowance for Credit Losses on Loans and
Leases that you built your allowance for credit losses to address weakness in the office
sector, potential repricing risk in multi-family portfolio and conditions leading to
increases in classified assets. We also note that portfolio prepayments are an integral
assumption in estimating the allowance for credit losses on your commercial real estate
portfolio.  Please tell us and revise future filings to expand your discussion around the
specific risks, factors, and trends driving each of these conditions, by lending category
and how these factors were reflected in your allowance model, for example, as qualitative
factor adjustments and/or changes to the quantitative assumptions, such as probability-of-
default, loss-given-default, and exposure-at-default.  Your response should provide both
qualitative and quantitative information related to the impact each factor had on your
allowance for loan loss model for each quarter in 2023 and first quarter of 2024, including
repricing risk and prepayment forecast changes. Please refer to Item 303 of Regulation S-
K.
Charge-offs, page 67
21.We note that total and net charge-offs increased significantly from December 31, 2022 to
December 31, 2023 across all loan categories. Please tell us and revise future filings to
more comprehensively explain the underlying reasons contributing to the changes in your
charge- offs for all the periods presented. Please be as specific and detailed as needed to
provide an investor with a clear understanding of the specific trends impacting your
borrowers that contribute to charge-offs. Please refer to Item 303 of Regulation S-K.

July 17, 2024
Page 6
Deposits, page 72
22.We note disclosure on page 72 regarding deposits and your disclosure on page
55 regarding changes in your deposit base and funding costs. To the extent material,
please provide additional quantitative and qualitative disclosure regarding your deposit
base to allow investors to understand the significance and potential duration of these
changes and factors that are reasonably likely to result in your liquidity increasing or
decreasing in a material way. Please refer to Item 303(b)(1)(i) of Regulation S-K.
Examples of quantitative and qualitative disclosure that you should consider providing, if
material, include:
•Disaggregation of deposit statistics and concentration of deposits along with
additional information about their characteristics to help investors evaluate potential
duration, such as average number of products held or average deposit “life” by type of
depositor.
•How deposit pricing changes in response to higher interest rates, referred to as
“deposit beta.”
•Changes in the types of deposits (e.g., increases in brokered or uninsured deposits,
reductions in insured deposits, increase in higher yielding deposits) and factors
driving the changes.
•The potential effects on liquidity and funding that the failure for brokered deposits to
roll over and remain with the bank may have.
23.We noted in your March 7, 2024 investor conference call regard

CORRESP
1
filename1.htm

CORRESP

Simpson Thacher & Bartlett LLP

 425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

 ______________

TELEPHONE:
+1-212-455-2000

FACSIMILE:
+1-212-455-2502

 DIRECT DIAL NUMBER

(212) 455-7614

E-MAIL ADDRESS

elewandowski@stblaw.com

 June 21, 2024

Re:
 New York Community Bancorp, Inc.

Registration Statement on Form S-1

VIA EDGAR

 Securities and Exchange Commission

100 F Street, N.E. Washington D.C. 20549

 Ladies and Gentlemen:

 On behalf of New York Community Bancorp, Inc. (the “Company”), we hereby submit by direct electronic transmission a Registration
Statement on Form S-1 (the “Registration Statement”), relating to the proposed offering of securities by selling securityholders of the Company.

Please do not hesitate to contact me at (212) 455-7614 with any questions you may have regarding this
submission. Please send any correspondence to Bao Nguyen, Senior Vice President, General Counsel and Chief of Staff of the Company (Bao.Nguyen@flagstar) and to me (elewandowski@stblaw.com).

Very truly yours,

/s/ Edgar J. Lewandowski

Edgar J. Lewandowski

cc:
 New York Community Bancorp, Inc.

Bao Nguyen

United States securities and exchange commission logo
April 25, 2024
Joseph Otting
Chief Executive Officer
New York Community Bancorp, Inc.
102 Duffy Avenue
Hicksville, New York 11801
Re:New York Community Bancorp, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed April 4, 2024
File No. 001-31565
Dear Joseph Otting:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Sven Mickisch, Esq.

CORRESP
1
filename1.htm

CORRESP

 April 25, 2024

Via EDGAR and E-mail

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F St., N.E.

 Washington, D.C. 20549

Attention:

Madeline Joy Mateo and James Lopez

Division of Corporate Finance, Office of Finance

Re:

 New York Community Bancorp, Inc.

Preliminary Proxy Statement on Schedule 14A

 Filed
April 4, 2024

 File No. 001-31565

 Dear Ms. Mateo and Mr. Lopez:

This letter sets forth the response of New York Community Bancorp, Inc. (“NYCB”) to the comments provided by the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its comment letter dated April 19, 2024 (the “Comment Letter”) with respect to Preliminary Proxy Statement on
Schedule 14A, filed by NYCB on April 4, 2024. Concurrently with the filing of this letter, NYCB has filed the revised Preliminary Proxy Statement on Schedule 14A via Edgar (the “Amended Preliminary Proxy Statement”).

For your convenience, NYCB has reproduced the comment of the Staff from the Comment Letter in bold italics below and provided its response below the comment.

 Preliminary Proxy Statement on Schedule 14A, filed April 4, 2024

Summary of the March 2024 Capital Raise, page 13

1.
 Please revise to briefly discuss the reasons for the $1.05 billion capital raise and the
related “2024 Strategic Initiatives” addressed in the investor presentation included as exhibit 99.1 to your 8-K filed March 7, 2024. For example, it appears that in connection with the capital
raise you are pursuing an initiative to continue to reduce CRE concentrations and enhance credit risk management, among other areas of focus. Please also update where appropriate the progress of your review of material weaknesses surrounding your
loan review process.

 Response: We have revised the disclosure on pages 2 and 15-16 in response to
the Staff’s comment.

2.
 With respect to the March 2024 capital raise and Proposals
4-7, please revise to clarify here and elsewhere as appropriate the key terms of the Investment Agreements. Discuss the impact the transactions contemplated by the Investment Agreements will have on your
common shareholders assuming the relevant proposals are approved and not approved. Discuss clearly in quantitative and qualitative terms the dilutive effect of the investment on your common shareholders. Please revise to disclose all possible
sources and the extent of dilution your common shareholders will experience in connection with the transactions contemplated by the proposals and the Investment Agreements. Consider providing a tabular presentation to demonstrate the dilution to
shareholders based on the issuance of common stock, and based on the issuance of common stock upon conversion of the Preferred Stock and the Series D NVCE Stock.

Response: We have revised the disclosure on pages 19-20, 98-99, and 115-116 in response to the Staff’s comment.

3.
 Please revise to disclose the approximate dollar value of each of Liberty Investors’, Hudson Bay
Investors’, Reverence Investors’ and Other Investors’ interests in the Investment. Revise to disclose the implied per-share price of Liberty Investors’ investment compared to the stock
price on the day before the announcement, rather than the lowest share price the day of the announcement.

Response: We have revised the disclosure on pages 16-17 in response to the Staff’s comment.

Board’s Role in Risk Oversight, page 18

4.
 We note the statements in the letter to shareholders regarding measures you have taken to address losses
in 2023, credit deterioration and other recent challenges. For example, you state that you recently hired a new Chief Risk Officer and Chief Audit Executive. Please revise to expand upon and clarify how the Board administers its risk oversight
function, including how the Board interacts with management and the CRO and CAE to address existing and emerging risks. Additionally, further clarify your risk oversight of “credit risk, interest rate risk, liquidity risk, operational risk,
strategic risk, and reputational risk,” as referenced on page 20. For example, if material, clarify the timeframe over which you evaluate such risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight
standards based upon the immediacy of the risk assessed.

 Response: We have revised the disclosure on
page 24 in response to the Staff’s comment.

5.
 Additionally, we note the letter to shareholders refers to recently-hired executives among measures to
“enhanc[e] our internal audit and risk management frameworks.” We also note the Form 8-K dated March 5, 2024, which identified a new Chief Risk Officer and Chief Audit Executive and discussed
efforts to enhance risk management. Please identify the recently-hired executive officers and summarize their backgrounds here or where appropriate.

Response: We have revised the disclosure on pages 3-4 and 80-82 in response to the Staff’s comment.

 Proposal 5: Proposal to Amend the Amended and Restated Certificate of Incorporation of the Company to
effect a reverse stock split, page 93

6.
 We note your disclosure on page 96 regarding the treatment of fractional shares prior to effecting the
Reverse Stock Split, and that the Board will determine to either issue one full share of Common Stock or make a cash payment to shareholders who hold any fractional shares of Common Stock as a result of the Reverse Stock Split. Please revise your
disclosure to clarify the impact the Board’s decision will have on shareholders who own fractional shares Post-Reverse Stock Split.

Response: We have revised the disclosure on pages 105-106 in response to the Staff’s comment.

General

7.
 We note your disclosure that Steven T. Mnuchin and Milton Berlinski have interests in the COI Authorized
Share Proposal, COI Waiver Proposal, Share Issuance Proposal, and Adjournment Proposal that are different than or greater than those of any of your other shareholders. Please revise your discussion of these proposals to disclose the extent to which
the Board considered the differing interests when the Board unanimously recommended approval of each such proposal.

Response: We have revised the disclosure on pages 100-101, 109, 117 and 136 in response to the Staff’s comment.

8.
 Please provide us with your analysis regarding whether, pursuant to Note A to Schedule 14A, your proxy
statement should include information called for by other items of Schedule 14A. For example, we note that the purpose of the COI Authorized Share Proposal is to fulfill your obligations under the Investment Agreements, as described in your
proxy statement.

 Response: We respectfully advise the Staff that, based on the analysis described below,
we are of the view that the Amended Preliminary Proxy Statement addresses all required Schedule 14A items. The disclosure requirements of Item 11 of Schedule 14A apply “[i]f action is to be taken with respect to the authorization or
issuance of any securities otherwise than for exchange for outstanding securities of the registrant. . .” Here, NYCB is seeking stockholder approval with respect to an increase in its authorized shares of common stock for the purpose of
issuing shares issuable upon conversion of outstanding convertible preferred stock that NYCB issued in connection with an already completed transaction. The Company has revised the disclosure on pages 97 and 114 to clarify that the shares of Common
Stock of the Company, issuable upon conversion of the Preferred Stock and/or Series D NVCE Stock issuable upon exercise of all of the Issued Warrants, do not have preemptive rights. Accordingly, we believe that all required disclosure under Item 11
is included in the Amended Preliminary Proxy Statement.

 Note A to Schedule 14A provides that “[w]here any item calls for information
with respect to any matter to be acted upon and such matter involves other matters with respect to which information is called for by other items of this schedule, the information called for by such other items also shall be given.” As a
specific example, Note A provides when a solicitation seeking approval of additional securities is for the purpose of acquiring another company and the shareholders will not have a separate opportunity to vote on the transaction, then the
solicitation will be considered to be a solicitation seeking approval of the acquisition as well. Under those facts, Note A provides that information required by Items 11, 13 and 14 shall be furnished.

The circumstances contemplated by Note A to Schedule 14A is not the fact pattern of NYCB’s current solicitation. Pursuant to the
instructions to Item 14 of Schedule 14A, such Item applies to a specific list of transactions, as follows:

(1)
 A merger or consolidation;

(2)
 An acquisition of securities of another person;

(3)
 An acquisition of any other going business or the assets of a going business;

(4)
 A sale or other transfer of all or any substantial part of assets; or

(5)
 A liquidation or dissolution.

NYCB is not seeking approval of the authorization of additional shares of common stock in connection with any of the types of transactions
described above. Therefore, we do not believe that Note A of Schedule 14A applies to this solicitation. Similarly, NYCB has concluded that the information required by the other items of Schedule 14A (other than those Items with respect to which NYCB
has included in the Amended Preliminary Proxy Statement the information required by those Items) are not applicable to NYCB’s solicitation.

In addition, as discussed on a call between the Staff and a representative of Simpson Thacher & Bartlett LLP on April 24, 2024, even if
the Staff disagreed with the analysis described above, the information called for by Item 13 of Schedule 14A would not be required for the reasons discussed below. Under the instructions to Item 13, any information that is otherwise required by
paragraph (a) of Item 13 that is not material to the exercise of prudent judgment in regard to the matter to be acted upon may be omitted. In addition, the instructions provide that information is “deemed material” if it relates to the
authorization or issuance of a material amount of senior securities. The instructions further provide that the information is “not deemed material” if the matter to be acted upon “is the authorization or issuance of a common stock,
otherwise than in an exchange, merger, consolidation, acquisition or similar transaction. . .” Here, the solicitation does not relate to the authorization or issuance of any senior securities. Rather, the solicitation relates to the
authorization or issuance of common stock issuable upon conversion of convertible preferred stock. Further, such common stock is not being issued in connection with an exchange, merger, consolidation, acquisition or similar transaction. Accordingly,
the information called for by paragraph (a) of Item 13 of Schedule 14(a) is not deemed material and may be omitted from the Amended Preliminary Proxy Statement.

* * * * *

 On behalf of NYCB, we thank you and the Staff for your assistance to date in connection with
the review of NYCB’s filing. We hope that the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly as possible. Please contact me
at (212) 455-2944 or Matthew Nemeroff at (212) 455-3459 or Timothy Gaffney at (212) 455-7182 should you require further
information.

Very truly yours,

/s/ Sven Mickisch

Sven Mickisch, Simpson Thacher & Bartlett LLP

 cc:

 Chris Windsor

U.S. Securities and Exchange Commission

 Joseph Otting

Bao Nguyen

 (New York Community Bancorp, Inc.)

Matthew Nemeroff

 Timothy Gaffney

(Simpson Thacher & Bartlett LLP)

United States securities and exchange commission logo
April 19, 2024
Joseph Otting
Chief Executive Officer
New York Community Bancorp, Inc.
102 Duffy Avenue
Hicksville, New York 11801
Re:New York Community Bancorp, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed April 4, 2024
File No. 001-31565
Dear Joseph Otting:
            We have conducted a limited review of your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Summary of the March 2024 Capital Raise, page 13
1.Please revise to briefly discuss the reasons for the $1.05 billion capital raise and the
related "2024 Strategic Initiatives" addressed in the investor presentation included
as exhibit 99.1 to your 8-K filed March 7, 2024. For example, it appears that in connection
with the capital raise you are pursuing an initiative to continue to reduce CRE
concentrations and enhance credit risk management, among other areas of focus. Please
also update where appropriate the progress of your review of material weaknesses
surrounding your loan review process.
2.With respect to the March 2024 capital raise and Proposals 4-7, please revise to clarify
here and elsewhere as appropriate the key terms of the Investment Agreements. Discuss
the impact the transactions contemplated by the Investment Agreements will have on your
common shareholders assuming the relevant proposals are approved and not approved.
Discuss clearly in quantitative and qualitative terms the dilutive effect of the investment
on your common shareholders. Please revise to disclose all possible sources and the extent
of dilution your common shareholders will experience in connection with the transactions

 FirstName LastNameJoseph Otting
 Comapany NameNew York Community Bancorp, Inc.
 April 19, 2024 Page 2
 FirstName LastNameJoseph Otting
New York Community Bancorp, Inc.
April 19, 2024
Page 2
contemplated by the proposals and the Investment Agreements. Consider providing a
tabular presentation to demonstrate the dilution to shareholders based on the issuance of
common stock, and based on the issuance of common stock upon conversion of the
Preferred Stock and the Series D NVCE Stock.
3.Please revise to disclose the approximate dollar value of each of Liberty
Investors', Hudson Bay Investors', Reverence Investors' and Other Investors' interests in
the Investment. Revise to disclose the implied per-share price of Liberty Investors'
investment compared to the stock price on the day before the announcement, rather than
the lowest share price the day of the announcement.
Board's Role in Risk Oversight, page 18
4.We note the statements in the letter to shareholders regarding measures you have taken to
address losses in 2023, credit deterioration and other recent challenges. For example, you
state that you recently hired a new Chief Risk Officer and Chief Audit Executive. Please
revise to expand upon and clarify how the Board administers its risk oversight function,
including how the Board interacts with management and the CRO and CAE to address
existing and emerging risks. Additionally, further clarify your risk oversight of "credit
risk, interest rate risk, liquidity risk, operational risk, strategic risk, and reputational risk,"
as referenced on page 20. For example, if material, clarify the timeframe over which you
evaluate such risks (e.g., short-term, intermediate-term, or long-term) and how you apply
different oversight standards based upon the immediacy of the risk assessed.

5.Additionally, we note the letter to shareholders refers to recently-hired executives among
measures to “enhanc[e] our internal audit and risk management frameworks.” We also
note the Form 8-K dated March 5, 2024, which identified a new Chief Risk Officer and
Chief Audit Executive and discussed efforts to enhance risk management. Please identify
the recently-hired executive officers and summarize their backgrounds here or where
appropriate.
Proposal 5: Proposal to Amend the Amended and Restated Certificate of Incorporation of the
Company to effect a reverse stock split, page 93
6.We note your disclosure on page 96 regarding the treatment of fractional shares prior to
effecting the Reverse Stock Split, and that the Board will determine to either issue one full
share of Common Stock or make a cash payment to shareholders who hold any fractional
shares of Common Stock as a result of the Reverse Stock Split. Please revise your
disclosure to clarify the impact the Board's decision will have on shareholders who own
fractional shares Post-Reverse Stock Split.
General
7.We note your disclosure that Steven T. Mnuchin and Milton Berlinski have interests in the
COI Authorized Share Proposal, COI Waiver Proposal, Share Issuance Proposal, and

 FirstName LastNameJoseph Otting
 Comapany NameNew York Community Bancorp, Inc.
 April 19, 2024 Page 3
 FirstName LastName
Joseph Otting
New York Community Bancorp, Inc.
April 19, 2024
Page 3
Adjournment Proposal that are different than or greater than those of any of your other
shareholders. Please revise your discussion of these proposals to disclose the extent to
which the Board considered the differing interests when the Board unanimously
recommended approval of each such proposal.
8.Please provide us with your analysis regarding whether, pursuant to Note A to Schedule
14A, your proxy statement should include information called for by other items of
Schedule 14A. For example, we note that the purpose of the COI Authorized Share
Proposal is to fulfill your obligations under the Investment Agreements, as described in
your proxy statement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Madeleine Joy Mateo at 202-551-3465 or James Lopez at 202-551-3536
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Sven Mickisch, Esq.

CORRESP
1
filename1.htm

CORRESP

 September 28, 2022

Via EDGAR and E-mail

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F St., N.E.

 Washington, D.C. 20549

 Attention:

Jessica Livingston

John Dana Brown

Re:

 New York Community Bancorp, Inc.

Post-Effective Amendment No. 1 to Registration Statement on Form S-4

Filed August 3, 2022

 File No. 333-257045

 Dear Ms. Livingston and Mr. Brown:

This letter sets forth the response of New York Community Bancorp, Inc. (“NYCB”) to the comment provided by the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its comment letter dated August 8, 2022 (the “Comment Letter”) with respect to Post-Effective Amendment No. 1,
filed by NYCB on August 8, 2022, to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”). Concurrently with the filing of this letter, NYCB has filed
Post-Effective Amendment No. 2 to the Registration Statement (“Post-Effective Amendment No. 2”) through EDGAR.

For your convenience, NYCB has reproduced the comment of the Staff from the Comment Letter in bold below and provided its response below the
comment.

Securities and Exchange Commission

-2-

 Post-Effective Amendment filed August 3, 2022

General

1.
 We note your filing does not include all disclosures required by Form
S-4, and that you instead include an explanatory note directing shareholders to previous filings for those disclosures. Please provide your legal basis, under the Securities Act Rules or requirements of Form S-4, for your approach and the exclusion of those disclosures.

 The Registration
Statement has been revised in response to the Staff’s comment. Post-Effective Amendment No. 2 updates certain information in the Registration Statement and includes the disclosures required by Form
S-4 as applicable to (i) NYCB and Flagstar Bancorp, Inc. (“Flagstar”), each of which is eligible to use Form S-3 in accordance with General
Instruction B.1.a to Form S-4, and (ii) the merger (as defined in Post-Effective Amendment No. 2), which is the transaction in which the securities registered on the Registration Statement are to be
issued (the “Merger”). As described in the amended prospectus contained in Post-Effective Amendment No. 2 (the “Amended Prospectus”), all approvals of the stockholders of NYCB and the shareholders of Flagstar
required to complete the Merger were obtained at respective virtual special meetings of the NYCB stockholders and the Flagstar shareholders on August 4, 2021. Accordingly, the Amended Prospectus is not a proxy statement of either NYCB or
Flagstar and no proxies are being solicited.

 * * * * *

 Securities and Exchange Commission

-3-

 On behalf of NYCB, we thank you and the Staff for your assistance to date in connection with the
review of NYCB’s filing. We hope that the foregoing has been responsive to the Staff’s comment and look forward to resolving any outstanding issues as quickly as possible. Please contact me at (516)
683-4570 or r.patrick.quinn@mynycb.com or Jared M. Fishman at (212) 558-1689 should you require further information.

Very truly yours,

 /s/ R. Patrick Quinn

R. Patrick Quinn

 cc:     Thomas R. Cangemi

(New York Community Bancorp, Inc.)

H. Rodgin Cohen

 Mark J. Menting

 Jared M. Fishman

(Sullivan & Cromwell LLP)

Sven G. Mickisch

 David R. Clark

 (Skadden, Arps, Slate, Meagher & Flom LLP)

United States securities and exchange commission logo
August 8, 2022
Thomas R. Cangemi
Chairman, President and Chief Executive Officer
New York Community Bancorp Inc
102 Duffy Avenue
Hicksville, NY 11801
Re:New York Community Bancorp Inc
Post Effective Amendment to Form S-4
Filed August 3, 2022
File No. 333-257045
Dear Mr. Cangemi:
            We have reviewed your post-effective amendment 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 not 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.
Post Effective Amendment filed August 3, 2022
General
1.We note your filing does not include all disclosures required by Form S-4, and that you
instead include an explanatory note directing shareholders to previous filings for those
disclosures. Please provide your legal basis, under the Securities Act Rules or
requirements of Form S-4, for your approach and the exclusion of those disclosures.

 FirstName LastNameThomas R.  Cangemi
 Comapany NameNew York Community Bancorp Inc
 August 8, 2022 Page 2
 FirstName LastName
Thomas R.  Cangemi
New York Community Bancorp Inc
August 8, 2022
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jessica Livingston at 202-551-3448 or John Dana Brown at 202-551-3859
with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Mark Menting

CORRESP
1
filename1.htm

CORRESP

 June 24, 2021

Via EDGAR and E-MAIL

United States Securities and Exchange Commission,

 Division of
Corporation Finance,

 100 F Street, N.E.,

 Washington, D.C.
20549

 Attention: Jessica Livingston

 Re:
    Request for Acceleration of Effectiveness

           New York Community
Bancorp, Inc.’s Registration Statement on Form S-4 (File No. 333-257045)

 Dear Ms. Livingston:

 Pursuant to Rule 461 of the General Rules and Regulations of the United States Securities and Exchange Commission (the
“Commission”) promulgated under the Securities Act of 1933, as amended, New York Community Bancorp, Inc. hereby respectfully requests that the effectiveness of the above referenced registration statement on Form S-4, File No. 333-257045, as amended, be accelerated by the Commission so that it will become effective at 3:00 p.m. Eastern Time on June 25, 2021, or as soon
thereafter as practicable.

 Please contact Mark J. Menting of Sullivan & Cromwell LLP at (212)
558-4859 or mentingm@sullcrom.com with any questions you may have. In addition, please notify Mr. Menting when this request for acceleration has been granted.

Very truly yours,

New York Community Bancorp, Inc.

By:

 /s/ R. Patrick Quinn

Name:

R. Patrick Quinn

Title:

 Executive Vice President,

 General Counsel
and

 Corporate Secretary

cc:

H. Rodgin Cohen

Mark J. Menting

Jared M. Fishman

(Sullivan & Cromwell LLP)

 [Signature Page for S-4 Acceleration Request]

United States securities and exchange commission logo
June 17, 2021
Thomas R. Cangemi
Chairman, 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 June 11, 2021
File No. 333-257045
Dear Mr. Cangemi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

Acceleration Request

 [New York Community Bancorp, Inc. Letterhead]

March 15, 2016

 Via EDGAR

U.S. Securities and Exchange Commission,

 100 F
Street, NE,

 Division of Corporation Finance,

Washington, D.C. 20549.

Attention:
Era Anagnosti

Christopher Dunham

Re:
New York Community Bancorp, Inc.

Registration Statement on Form S-4 (Reg. No. 333-208649)

 Ladies and Gentlemen:

New York Community Bancorp, Inc. (“NYCB”) hereby requests that the effectiveness under the Securities Act of 1933, as amended,
of the above-captioned Registration Statement on Form S-4, as amended, be accelerated to 4:00 pm Eastern time on March 16, 2016, or as soon thereafter as practicable.

In connection with the foregoing request for acceleration of effectiveness, NYCB hereby acknowledges the following:

•

should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission, acting pursuant to delegated authority, declare 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 of the Commission, acting pursuant to delegated authority, in declaring the filing effective, does not relieve NYCB from its full responsibility for the adequacy and accuracy of
the disclosure in the filing; and

Securities and Exchange Commission

-2-

•

NYCB may not assert this 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 contact Jared M. Fishman of Sullivan & Cromwell LLP, at (212) 558-1689 or Katherine A. McGavin of Sullivan &
Cromwell LLP at (212) 558-4956 with any questions you may have concerning this request. In addition, please notify Mr. Fishman or Mrs. McGavin when this request for acceleration has been granted.

Sincerely,

 /s/ R. Patrick Quinn, Esq.

R. Patrick Quinn, Esq.

CORRESP
1
filename1.htm

Correspondence

 March 11, 2016

Via EDGAR and BY HAND

 Era Anagnosti,

 Legal Branch Chief,

 Office of Financial Services,

 Securities and Exchange Commission,

 100 F Street, N.E.,

 Washington, D.C. 20549.

 Re:

New York Community Bancorp, Inc. Registration Statement on

 Form S-4 (File
No. 333-208649)

 Dear Ms. Anagnosti:

This letter, together with Amendment No. 3 (“Amendment No. 3”) to the above-referenced registration statement on
Form S-4 (the “Registration Statement”) of New York Community Bancorp, Inc. (“NYCB”) filed today with the Securities and Exchange Commission (the “Commission”) via EDGAR, responds to the letter,
dated March 1, 2016, to Joseph R. Ficalora, President and Chief Executive Officer of NYCB, from the staff (the “Staff”) of the Commission regarding the amended Registration Statement, including the joint proxy
statement/prospectus contained therein, filed with the Commission on January 29, 2016.

 For your convenience, NYCB has reproduced
each of the Staff’s comments below and provided its responses below each comment. Capitalized terms used in this letter and not otherwise defined have the meanings assigned to such terms in the Registration Statement.

General

1.
We note that both you and Astoria filed the Form 10-K for the fiscal year ended December 31, 2015, on February 29, 2016, both of which are to be incorporated by reference into this Form S-4. Please note
that we are continuing to review these filings and may have comments.

 Calculation of Registration Fee

2.
We note that you have revised on the prospectus cover page the estimate maximum number of shares of NYCB common stock that may be issued in the merger. Please revise the fee table accordingly or explain this apparent
discrepancy.

 Joseph R. Ficalora

New York Community Bancorp, Inc.

 March 11, 2016

Page 2

Response:

 The
Registration Statement has been revised in response to the Staff’s comment. Please refer to the registration fee table and the prospectus cover page in Amendment No. 3 to the Registration Statement.

Prospectus Cover Page

3.
Please revise your disclosure to briefly describe the depositary shares and their automatic conversion feature, as well as identify the market and trading symbol for the depositary shares to be issued in the merger
transaction. Please refer to Item 1 of Form S-4 and Item 501(b) of Regulation S-K.

 Response:

The Registration Statement has been revised in response to the Staff’s comment. Please refer to the prospectus cover page in Amendment
No. 3 to the Registration Statement.

 Exhibit Index

4.
Please file the Deposit Agreement as an exhibit to the registration statement.

Response:

 The
Registration Statement has been revised in response to the Staff’s comment. Please refer to Exhibit 4.4 to Amendment No. 3 to the Registration Statement.

Exhibit 5.1

5.
Please direct counsel to revise its enumerated opinion (3) to:

•

State that, when sold, your depositary shares and the depositary receipts evidencing your depositary shares will entitle their holders to the rights specified in your Deposit Agreement;

•

Remove, or narrowly qualify the noted assumptions as they are overly broad and appear to assume material facts underlying the opinion. In this regard, we note that it is inappropriate to assume due authorization and
assumption of the deposit agreement by the company, as well as, due authorization and valid issuance of Series B Preferred Stock upon which counsel is opinion in its enumerated opinion (2); and

 Joseph R. Ficalora

New York Community Bancorp, Inc.

 March 11, 2016

Page 3

•

Since you are assuming Astoria’s Depositary Agreement which is governed by the laws of the State of New York, expand the laws under which counsel is opining to include the laws of the State of New York.

 For guidance, please refer to Section II.B.1.d of Staff Legal Bulletin No. 19.

Response:

 Counsel has
revised its opinion in response to the Staff’s comment. Please refer to Exhibit 5.1 to Amendment No. 3 to the Registration Statement.

****

 Joseph R. Ficalora

New York Community Bancorp, Inc.

 March 11, 2016

Page 4

If you have additional questions or require any additional information with respect to the Registration Statement or this letter, please do not
hesitate to contact me at (516) 683-4570 or r.patrick.quinn@mynycb.com or Jared M. Fishman at (212) 558-1689 or fishmanj@sullcrom.com.

 Sincerely,

 /s/ R. Patrick Quinn

 R. Patrick Quinn, Esq.

 cc:

Joseph R. Ficalora

(New York Community Bancorp, Inc.)

H. Rodgin Cohen, Esq.

Mark J. Menting, Esq.

Jared M. Fishman , Esq.

(Sullivan & Cromwell LLP)

Edward D. Herlihy, Esq.

Matthew M. Guest, Esq.

(Wachtell, Lipton, Rosen & Katz)

Mail Stop 4720

March 1, 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. 2 to Registration Statement on Form S -4
Filed February 23 , 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 your
response.

After reviewin g 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 February 12, 2016  letter .

General

1. We note that both you and Astoria filed the Form 10 -K for the fiscal year ended
December 31, 2015, on February 29, 2016, both of which are  to be  incorporated by
reference into this Form S -4.  Please note that we are continuing to review these filings
and may have comments.

Calculation of Registration Fee

2. We note that you have revised on the prospectus cover page the estimate maximum
number of shares of NYCB common stock that may be issued i n the merger.  Please
revise the fee table accordingly or explain this apparent discrepancy.

Joseph R. Ficalora
New York Community Bancorp, Inc.
March 1, 2016
Page 2

 Prospectus Cover Page

3. Please  revise your disclosure to briefly describe  the depositary shares  and their automatic
conversion feature , as well as  identify the ma rket and trading symbol for the  depositary
shares  to be issued in the merger transaction .  Please refer to Item 1 of Form S -4 and Item
501(b) of Regulation S -K.

Exhibit Index

4. Please file the Deposit Agreement as an exhibit to the registration statement.

Exhibit 5.1

5. Please direct counsel to revise its enumerated opinion (3) to:

 State that, when sold, your depositary shares and the depositary receipts evidencing
your depositary shares will entitle their holders to the rights specified in your Deposit
Agreement;
 Remove, or narrowly qualify the noted assumptions  as they are overly broad and
appear to assume material facts underlying the opinion.  In this regard, we note that it
is inappropriate to assume due authorization and assumption of the deposit ag reement
by the company, as well as, due authorization and valid issuance of Series B Preferred
Stock upon which counsel is opinion in its enumerated opinion (2); and
 Since you are assuming Astoria’s Depositary Agreement which is governed by the
laws of the  State of New York, expand the laws under which counsel is opining to
include the laws of the State of New York.
For guidance, p lease refer to Section II.B.1.d of  Staff L egal Bulletin  No. 19 .

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.

CORRESP
1
filename1.htm

CORRESP

 February 23, 2016

Via EDGAR and BY HAND

 Era Anagnosti,

        Legal Branch Chief,

                Office of Financial Services,

                        Securities and
Exchange Commission,

      100 F Street, N.E.,

              Washington, D.C. 20549.

Re:

New York Community Bancorp, Inc. Registration Statement on

 Form S-4 (File No. 333-208649)

 Dear Ms. Anagnosti:

This letter, together with Amendment No. 2 (“Amendment No. 2”) to the above-referenced registration statement on
Form S-4 (the “Registration Statement”) of New York Community Bancorp, Inc. (“NYCB”) filed today with the Securities and Exchange Commission (the “Commission”) via EDGAR, responds to the letter,
dated February 12, 2016, to Joseph R. Ficalora, President and Chief Executive Officer of NYCB, from the staff (the “Staff”) of the Commission regarding the amended Registration Statement, including the joint proxy
statement/prospectus contained therein, filed with the Commission on January 29, 2016.

 For your convenience, NYCB has reproduced
each of the Staff’s comments below and provided its responses below each comment. Capitalized terms used in this letter and not otherwise defined have the meanings assigned to such terms in the Registration Statement.

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
represent 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 23, 2016

 Page
 2

 Response:

We understand that it is the Staff’s view that the exchange of Astoria preferred stock for NYCB preferred stock constitutes an exchange of
Astoria depositary shares for NYCB depositary shares and, therefore, an “issuance” of NYCB depositary shares. Further, we note the Staff’s request that NYCB register under the Securities Act its shares of preferred stock and its
depositary shares that will be outstanding after the merger because they are “part of a single registered merger transaction.” As a result of the Staff’s view, the Registration Statement has been revised in response to the
Staff’s request to register the depositary shares. Please refer to the registration fee table and pages 13 and 110 in Amendment No. 2 to the Registration Statement. Additionally, the opinion of counsel filed as Exhibit 5 to the
Registration Statement has been revised to opine on the legality of the depositary shares and refiled with Amendment No. 2 to the Registration Statement.

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 estimates
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 Suisse 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 management 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.

 Response:

The Registration Statement has been revised in response to the Staff’s comment. Please refer to pages 65 and 73 in Amendment No. 2 to
the Registration Statement.

 Opinion of Credit Suisse Securities (USA) LLC

Financial 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

 Joseph R. Ficalora

New York Community Bancorp, Inc.

 February 23, 2016

 Page
 3

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 disclosure 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 successful closing of the merger transaction, so disclose. Please ensure to update your disclosures if the assessment and the decision to grant the additional incentive to Credit Suisse takes place prior to
the effectiveness of the registration statement, disclosing 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.

Response:

 Credit
Suisse’s role in the merger was to be an additional financial advisor to the board of directors of NYCB and to render a written opinion to the board of directors of NYCB with respect to the fairness, from a financial point of view, to NYCB of
the merger consideration. Given the significance of the merger to NYCB, the board of directors wanted an additional opinion from another financial advisor.

Credit Suisse will receive a transaction fee of $5 million for its services as financial advisor to NYCB in connection with the merger, $1
million of which became payable to Credit Suisse upon the rendering of its opinion to the NYCB board of directors and the balance of which is contingent upon completion of the merger. NYCB may, in its sole discretion, pay to Credit Suisse an
additional incentive amount upon completion of the merger reflecting NYCB’s assessment of Credit Suisse’s role in connection with the transaction, the amount of which would be determined by NYCB in its sole discretion and which amount
would not be subject to any cap or measured as a percentage of the total merger consideration (there being no understanding as to what specific factors, if any, that NYCB would take into account in exercising its discretion). NYCB has informed
Credit Suisse that NYCB does not currently expect to pay such additional incentive amount to Credit Suisse.

 The Registration Statement has
been revised in response to the Staff’s comment. Please refer to page 80 in Amendment No.2 to the Registration Statement.

 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 23, 2016

 Page
 4

 Response:

The Registration Statement has been revised in response to the Staff’s comment. Please refer to page 126 in Amendment No. 2 to the
Registration Statement.

 ****

 Joseph R. Ficalora

New York Community Bancorp, Inc.

 February 23, 2016

 Page
 5

 If you have additional questions or require any additional information with respect to the
Registration Statement or this letter, please do not hesitate to contact me at (516) 683-4570 or r.patrick.quinn@mynycb.com or Jared M. Fishman at (212) 558-1689 or fishmanj@sullcrom.com.

Sincerely,

 /s/ R. Patrick Quinn

R. Patrick Quinn, Esq.

cc:

Joseph R. Ficalora

(New York Community Bancorp, Inc.)

H. Rodgin Cohen, Esq.

Mark J. Menting, Esq.

Jared M. Fishman , Esq.

(Sullivan & Cromwell LLP)

Edward D. Herlihy, Esq.

Matthew M. Guest, Esq.

(Wachtell, Lipton, Rosen & Katz)

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.

CORRESP
1
filename1.htm

CORRESP

 January 29, 2016

Via EDGAR and BY HAND

 Era Anagnosti,

Legal Branch Chief,

 Office of
Financial Services,

 Securities and Exchange Commission,

100 F Street, N.E.,

Washington, D.C. 20549.

Re:

 New York Community Bancorp, Inc. Registration Statement on

Form S-4 (File No. 333-208649)

 Dear Ms. Anagnosti:

This letter, together with Amendment No. 1 (“Amendment No. 1”) to the above-referenced registration statement on
Form S-4 (the “Registration Statement”) of New York Community Bancorp, Inc. (“NYCB”) filed today with the Securities and Exchange Commission (the “Commission”) via EDGAR, responds to the letter,
dated January 15, 2016, to Joseph R. Ficalora, President and Chief Executive Officer of NYCB, from the staff (the “Staff”) of the Commission regarding the Registration Statement, including the joint proxy statement/prospectus
contained therein, filed with the Commission on December 18, 2015.

 For your convenience, NYCB has reproduced each of the
Staff’s comments below and provided its responses below each comment. Capitalized terms used in this letter and not otherwise defined have the meanings assigned to such terms in the Registration Statement.

General

1.
Please provide 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.

Response:

 The materials
prepared by Goldman Sachs and provided to the NYCB board of directors on October 27, 2015 and October 28, 2015 are being provided to the Staff under separate cover by counsel for Goldman Sachs. The materials prepared by Credit Suisse and

 Joseph R. Ficalora

New York Community Bancorp, Inc.

 January 29, 2016

 Page
 2

provided to the NYCB board of directors on October 27, 2015 and October 29, 2015 are also being provided to the Staff under separate cover by counsel for Credit Suisse. The materials
prepared by Sandler O’Neill for the meeting of the Astoria board of directors held on October 28, 2015, October 23, 2015, September 22, 2015 and August 26, 2015 are being provided to the Staff under separate cover
by counsel for Sandler O’Neill. These presentation materials will be submitted by counsel for each of the financial advisers, respectively, on a confidential and supplemental basis pursuant to Rule 12b-4 under the Securities Exchange Act of
1934, as amended, and Rule 418 under the Securities Act of 1933, as amended. In accordance with such rules, each counsel is requesting that the materials be returned promptly following completion of the Staff’s review thereof. By separate
letter, each counsel also is requesting confidential treatment of these materials pursuant to the provisions of 17 C.F.R. Section 200.83.

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 statement that an Astoria holder of
depositary shares “will continue to hold depositary 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, please ensure that your disclosure accurately reflects such issuance, or otherwise explain to us why the disclosure as currently
stated is appropriate.

 Response:

We believe that the disclosure as currently stated is appropriate. No new depositary shares will be “issued” in connection with the
merger. Rather, depositary shares of Astoria that are currently outstanding will remain outstanding and, following the completion of the merger, represent interests in NYCB preferred stock.

Upon completion of the merger, NYCB will assume the obligations of Astoria under Astoria’s deposit agreement with Computershare
Shareholder Services, LLC, as depositary (“Computershare”), and will issue new shares of preferred stock. Pursuant to Section 4.6 of the deposit agreement, NYCB will deposit its newly issued shares of preferred stock with
Computershare in exchange for all outstanding shares of Astoria preferred stock. Section 4.6 of the deposit agreement provides:

[U]pon any recapitalization, reorganization, merger or consolidation affecting [Astoria] or to which it is a party, the Depositary shall …
treat any securities or property (including cash) which shall be received by the Depositary in exchange for or upon conversion of or in respect of the Series C Preferred Stock as new deposited securities or property so received in exchange for or
upon conversion or in respect of such Series C Preferred Stock.

 Joseph R. Ficalora

New York Community Bancorp, Inc.

 January 29, 2016

 Page
 3

 NYCB will instruct Computershare to treat the shares of NYCB preferred stock received by it
as newly deposited securities under the deposit agreement. The Astoria depositary shares will then automatically, and without any solicitation by NYCB of the holders of outstanding Astoria depositary shares, become NYCB depositary shares that
represent interests in shares of NYCB preferred stock, and will continue to be listed on the NYSE under a new name and ticker symbol. We will revise the registration fee table in Amendment No. 1 to the Registration Statement to remove the
depositary shares.

 Prospectus Cover Page

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

Response:

 The
Registration Statement has been revised in response to the Staff’s comment. Please refer to the prospectus cover page in Amendment No. 1 to the Registration Statement.

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.

 Response:

The Registration Statement has been revised in response to the Staff’s comment. Please refer to pages 1 and 10 in Amendment No. 1 to
the Registration Statement.

 Joseph R. Ficalora

New York Community Bancorp, Inc.

 January 29, 2016

 Page
 4

 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.

 Response:

Goldman Sachs acted as a financial advisor to the entire board of directors of NYCB. The Registration Statement has been revised in response to
the Staff’s comment. Please refer to pages 11 and 60 in Amendment No. 1 to the Registration Statement.

 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.

Response:

 The
Registration Statement has been revised in response to the Staff’s comment. Please refer to page 51 in Amendment No. 1 to the Registration Statement.

7.
Please refer to the penultimate paragraph on page 51. Briefly discuss the reasons why Party A was the first to receive 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 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.

 Response:

The Registration Statement has been revised in response to the Staff’s comment. Please refer to pages 51 and 54 in Amendment No. 1 to
the Registration Statement.

8.
 In light of your disclosure in the first paragraph on page 53, please discuss when NYCB first engaged Goldman Sachs and Credit Suisse as its
financial advisors. In addition,

 Joseph R. Ficalora

New York Community Bancorp, Inc.

 January 29, 2016

 Page
 5

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 note the Current Report on Form 8-K filed on December 29, 2015.

Response:

 The
Registration Statement has been revised in response to the Staff’s comment. Please refer to pages 21, 51, 53, 60, 66 and 92 in Amendment No. 1 to the Registration Statement.

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.

Response:

 The
Registration Statement has been revised in response to the Staff’s comment. Please refer to page 54 in Amendment No. 1 to the Registration Statement.

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 approve 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 generic 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 be (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.

 Joseph R. Ficalora

New York Community Bancorp, Inc.

 January 29, 2016

 Page
 6

 Response:

The Registration Statement has been revised in response to the Staff’s comment. Please refer to pages 53 and 57 and pages 74 through 76 in
Amendment No. 1 to the Registration Statement.

 Unaudited Prospective Financial Information, page 58

11.
Please delete the statement “it to be material information” 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 considered 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 management’s view of future performance, they should be either updated or an explanation should be provided as to
why the projections are no longer valid.

 Response:

The Registration Statement has been revised in response to the Staff’s comment. Please refer to pages 58 and 59 in Amendment No. 1 to
the Registration Statement.

 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.

 Response:

Representatives of Astoria provided financial forecasts prepared by its management to NYCB and its financial advisor at the time, Goldman
Sachs, by including such forecasts in the electronic dataroom maintained for the transaction. Shortly after making such financial forecasts available, Representatives of Astoria requested that all parties disregard the financial forecasts previously
provided because they were outdated and did not represent Astoria management’s then-current view of the expected financial performance of Astoria. In lieu of updated forecasts, representatives of Astoria instead instructed NYCB, Goldman Sachs
and Credit Suisse to refer to and rely on I/B/E/S estimates for purposes of their financial analysis related to the potential merger of NYCB and Astoria. After a discussion between Goldman Sachs and members of Astoria management, and with
confirmation from

 Joseph R. Ficalora

New York Community Bancorp, Inc.

 January 29, 2016

 Page
 7

NYCB management, Goldman Sachs and Credit Suisse disregarded the Astoria financial forecasts and relied exclusively on I/B/E/S estimates in connection with their financial analysis and opinions.
Because Astoria management informed Goldman Sachs and Credit Suisse that such forecasts did not reflect management’s then-current view of Astoria’s expected financial performance and instructed Goldman Sachs and Credit Suisse not to rely
such forecasts, we believe these forecasts should not be disclosed and it may be misleading to an investor to include the forecasts in the joint proxy statement/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, low, 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 reasons 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 underlying data.

Response:

 The
Registration Statement has been revised in response to the Staff’s comment. Please refer to pages 62, 64, and 70 through 72 in Amendment No. 1 to the Registration Statement.

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 applicable, please comply with this comment as it applies to Credit Suisse.

 Response:

The Registration Statement has

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.

January 24, 2013

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
File No. 001-31565

Dear Mr. Ficalora :

We have comp leted our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  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 Exchange Act of 1934 and all applicable  rules require.

Sincerely,

 /s/ Hugh West for

 Suzanne Hayes
Assistant Director

CORRESP
1
filename1.htm

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

 October 26, 2012

 VIA EDGAR

Suzanne Hayes

 Assistant Director

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, DC 20549

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 Fiscal Quarter Ended June 30, 2012 (Filed August 9, 2012)

File No. 001-31565

 Dear
Ms. Hayes:

 On behalf of New York Community Bancorp, Inc. (“NYB” or the “Company”), I am writing in
response to the Staff’s letter, dated September 28, 2012, containing comments on NYB’s Annual Report on Form 10-K for the year ended December 31, 2011 (the “10-K Report”), Form 10-Q for Fiscal Quarter Ended
June 30, 2012 (the “Form 10-Q Report”), and Definitive Proxy Statement on Schedule 14A filed on April 26, 2012 (the “April 2012 Proxy Statement”).

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, 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.

 United States Securities and Exchange Commission

October 26, 2012

  Page
 2

 In future 10-K filings, sub-captions to Item 1A, Risk Factors, will be revised to
describe the risks presented in a manner similar to the following:

 Our enterprise risk management framework
may not be effective in mitigating the risks we are subject to or in reducing the potential for losses in connection with such risks.

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 immaterial 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.

In future filings we will describe all material pending proceedings, or disclose the lack thereof, under Item 3, in addition to
disclosing such proceedings 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 mature 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 loans 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 weighted average interest rate on
variable rate loans, and the reset terms.

 In future filings we will disclose the following information
relating to our covered one-to-four family loan portfolio: the percentage of variable rate loans in the portfolio, the weighted average interest rate on variable rate loans, and the reset terms.

As of December 31, 2011, such amounts were:

Ø

 Percentage of variable rate loans in the portfolio – 74.0%

Ø

 The weighted average interest rate on variable rate loans – 4.04%

Ø

 Reset terms – As of December 31, 2011, the interest rate on 85.4% of our covered variable rate loans will reset in 2012 and annually
thereafter, and are expected to reprice at lower rates. The interest rates on these loans are indexed to either the one-year LIBOR or the one-year Treasury rate plus a spread in the range of 2% to 5%, subject to certain caps. The remaining variable
rate loans will initially reprice after December 31, 2012.

 United States Securities and Exchange Commission

October 26, 2012

  Page
 3

 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 us 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 nonconforming 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.

The Company’s decision to originate jumbo loans was made to enhance our position in the loan-origination marketplace. The volume of
jumbo originations has been immaterial, and jumbo loans are not expected to become a material portion of the loans we produce for sale. This disclosure will also be included in future filings.

In future filings, we will provide the amount and percentage of one-to-four family loans originated for sale that were agency-conforming
loans and nonconforming loans. Such amounts and percentages for the year ended December 31, 2011 were $7.1 billion and $49.3 million, which represented 99.31% and 0.69% of the one-to-four family loans produced for sale, respectively.

 In future filings we will disclose that the loans sold to other financial institutions, other than the GSEs, include standard
representations and warranties that could require the repurchase of a loan due to breach. We take these loans into account in calculating our related representation and warranty reserve estimates.

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 comment 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 borrower(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.

 United States Securities and Exchange Commission

October 26, 2012

  Page
 4

 In future filings we will disclose our policy for lending additional credit to a
borrower(s) after a loan has been placed on non-accrual status or modified as a TDR in a manner similar to the following:

 On a limited basis, the Company may lend additional credit to a borrower after its loan has been placed on non-accrual status or modified as a TDR if, in management’s judgment, the value of the
property after the additional loan funding is greater than the initial value of the property plus the additional loan funding amount. In addition, the terms of our restructured loans typically would not restrict us from cancelling outstanding
commitments for other credit facilities in the event of non-payment of the restructured loan.

 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 August 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.

 The non-accrual date for loan five was incorrectly reported in the
10K Report as August 2011 instead of June 2011. The TDR agreement was executed on May 23, 2011, and the loan was put on non-accrual status effective June 1, 2011. This loan was reported as being on non-accrual status and a TDR in the
Company’s June 30, 2011 Form 10-Q. In future filings we will ensure such loans are reported correctly, as noted below in the revised December 31, 2011 table:

 December 31, 2011

Loan No. 1

Loan No. 2

Loan No. 3

Loan No. 4

Loan No. 5

 Type of Loan

Multi-family

Multi-family

Construction

Multi-family

Multi-family

 Origination Date

6/29/2005

4/17/2008

9/12/2007

3/10/2005

5/23/2011

 Origination Balance

$41,116,000

$17,500,000

$4,292,189

$11,400,000

$8,806,889

 Full Commitment Balance

$45,531,750

$17,500,000

$27,155,875

$11,400,000

$8,498,165

 Balance at December 31, 2011

$45,340,123

$16,255,108

$15,886,260

$10,903,319

$8,498,165

 Associated Allowance

None

None

None

None

None

 Non-Accrual Date

February 2009

June 2011

July 2011

May 2010

June 2011

 Origination LTV Ratio

76%

73%

77%

81%

97%

 Current LTV Ratio

82%

91%

90%

89%

97%

 Last Appraisal

November
2011

April 2011

March 2011

March 2011

February 2011

 United States Securities and Exchange Commission

October 26, 2012

  Page
 5

 Analysis of Troubled Debt Restructurings, page 64

7.
We note from your table that accruing TDRs declined by 58% during the year ended December 31, 2011 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 of $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 half of 2012. In your response, also address when and how restructured performing loans are removed from
TDR classification.

 In future filings we will revise our disclosure in a manner similar to the following:

 The primary factor driving the decrease in performing TDRs from 2010 to 2011 was the partial resolution of a
large relationship of loans totaling $83.1 million. Included in this resolution were loans of $21.7 million that moved to non-accrual status, $32.8 million in charge-offs, and loans of $28.6 million transferred to other real estate owned.
Restructured performing loans are generally removed from TDR classification upon satisfaction or disposition of the loan; however, there are circumstances, such as the ones described above, where the Company will proactively, in light of
deteriorating market conditions, consider the current and future value of the properties, vacancy rates, as well as the physical condition of properties, and other factors, to take other actions such as placing the properties on non-accrual status,
taking full or partial charge-offs, or accounting for the applicable properties as other relate estate owned.

 The increase in
performing TDRs during the first half of 2012 primarily reflects the movement of a $35.2 million loan from non-accruing to accruing status.

Item 8. Financial Statements and Supplementary Data, page 92 Note 4. Loans, page 115

Troubled Debt Restructurings, page 118

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 us 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 consider 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.

 The Company does not consider a payment to be in default when
the loan is in forbearance or otherwise granted a delay of payment when the agreement to forebear or allow a delay of payment is part of a modification. Subsequent to the modification, the loan is not considered to be in default until payment is
contractually past due in accordance with the modified terms.

 United States Securities and Exchange Commission

October 26, 2012

  Page
 6

 The Company does consider a loan with multiple modifications or forbearance periods to
be in default.

 In our future filings we will consider for inclusion within Management’s Discussion and Analysis the
success rates on our TDRs by loan type.

 Note 5. Allowance for Loan Losses, page 121

9.
We note your allowance rollforwards for non-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).

 A rollforward by portfolio segment disclosure was incorporated into
our filings beginning with the March 31, 2012 Form 10-Q, as noted below:

 The following table summarizes activity in the
allowance for losses on non-covered loans for the three months ended March 31, 2012 and 2011:

March 31,

2012

2011

(in thousands)

Mortgage

Other

Total

Mortgage

Other

Total

 Balance, beginning of period

$
121,995

$
15,295

$
137,290

$
140,834

$
18,108

$
158,942

 Charge-offs

(14,531
)

(2,508
)

(17,039
)

(34,091
)

(4,845
)

(38,936
)

 Recoveries

317

1,199

1,516

287

13

300

 Provision for loan losses

14,845

155

15,000

21,287

4,713

26,000

 Balance, end of period

$
122,626

$
14,141

$
136,767

$
128,317

$
17,989

$
146,306

 We will continue to include such disclosure in future filings.

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 liabilities 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.

 The fair value of the Company’s
derivative positions is presented in the table in Note 13: Fair

CORRESP
1
filename1.htm

    nycbcorrespoct1-12.htm

[NEW YORK COMMUNITY BANCORP, INC. LETTERHEAD]

October 1, 2012

Via EDGAR

Suzanne Hayes

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

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 Ms. Hayes:

New York Community Bancorp, Inc. respectfully requests an extension until Monday, October 29, 2012 to respond to the Staff’s comment letter dated September 28, 2012 and received by us that day with respect to the above referenced filings.

Please contact the undersigned at (516) 683-4570 if you have any questions.

Sincerely,

                   /s/ R. Patrick Quinn, Esq.

R. Patrick Quinn, Esq.

Executive Vice President, Chief Corporate

Governance Officer & Corporate Secretary

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

December 1, 2011
 Via E-mail

Thomas R. Cangemi Senior Executive Vice President
and Chief Financial Officer
New York Community Bancorp, Inc. 615 Merrick Avenue  Westbury, New York 11590
Re: New York Community Bancorp, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2010 Filed March 1, 2011 Forms 10-Q for the Quarters Ended March 31, 2011, June 30, 2011  and September 30, 2011 Filed May 10, 2011, August 9, 2011 and November 9, 2011
  File No. 001-31565

Dear Mr. Cangemi:
We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings includes the
information the Securities Exchange Act of 1934 and all applicable rules require.
  Sincerely,
  /s/ Angela Connell
Angela Connell Staff Accountant

CORRESP
1
filename1.htm

Correspondence

 615 MERRICK AVENUE, WESTBURY, NY 11590

 516-683-4014 — TCangemi@mynycb.com — www.myNYCB.com

 Thomas R. Cangemi

 Senior Executive Vice President &

 Chief Financial Officer

 November 17, 2011

Via EDGAR

 Angela Connell

 Staff Accountant

 Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

Re:
New York Community Bancorp, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2010 (Filed March 1, 2011)

Form 10-Q for the Quarter Ended March 31, 2011 (Filed May 10, 2011)

Form 10-Q for the Quarter Ended June 30, 2011 (Filed August 9, 2011)

File No. 001-31565

 Dear Ms. Connell:

 On behalf of New York Community Bancorp, Inc. (“NYB” or the “Company”), I am writing in response to your letter, dated
November 7, 2011, containing comments with regard to NYB’s response letter dated August 31, 2011.

 NYB’s responses to your
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, 2010

 Non-Covered Loans Held for Sale, page 58

1.
 We note your response to prior comment four, including your assertion that the amount or range of possible losses in excess of your amount accrued
was not material to your operations as of December 31, 2010. Please confirm that your disclosure in future filings will assert that the amount or range of possible losses in excess of your amount accrued was not material not

only to your operations, but also to your financial condition and statement of operations for each period presented.

We confirm that in future filings we will assert that the amount or range of possible losses in excess of the amount
accrued was not material not only to our operations, but also to our financial condition and statement of operations.

 Liquidity,
Contractual Obligations and Off-Balance Sheet Commitments and Capital Position, page 74

2.
We note your response to prior comment five. Please confirm that you will include this information in your future filings.

We confirm that in future filings we will include this information.

 Form 10-Q for the fiscal quarter ended June 30, 2011

 Asset Quality:
Non-Covered Loans Held for Investment and…OREO, page 54

3.
We note your response to prior comment 17. We also note disclosure of your five largest non-performing loans as of June 30, 2011 on page 59 of your Form 10-Q.
Please address the following:

•

 The outstanding loan balance for Loan #1 increased from $41,582,418 at March 31, 2011 to $43,256,821 at June 30. However, we note that the
LTV for this loan decreased from 96% at March 31 to 87% at June 30. Please tell us the reason for the increase in the loan balance and how that corresponded to the decrease in the LTV.

•

 It appears that you no longer hold the multi-family real estate loan that had an outstanding balance of $33,155,000 as of March 31 (Loan #2 in
your March 31, 2011 Form 10-Q disclosure). Please tell us the status of this loan as of June 30 and September 30, as applicable.

The reason for the increase in the loan balance for Loan #1 from $41,582,418 at March 31, 2011 to $43,256,821 at
June 30, 2011, was due to additional funding from credit line availability to complete certain capital improvement projects that were scheduled for the underlying multi-family apartment complex. The appraisal was completed and two values
were determined: one value without the completion of the capital projects and the other value with the completion of the capital projects. Since the planned capital projects are near completion, we believe that the more relevant value is the one
based on the completion of the capital projects, which resulted in a lower loan-to-value ratio.

 The
multi-family real estate loan that had an outstanding balance of $33,155,000 as of March 31 (Loan #2 in the Company’s March 31, 2011 Form 10-Q disclosure) is no longer in

the Company’s loan portfolio. The Company disposed of this loan during the second quarter of 2011 and, accordingly, had no remaining exposure at June 30, or September 30,
2011.

 Reconciliation of Stockholders’ Equity and Tangible…and the Related Matters, page 41

4.
We note your response to prior comment 18 as well as your reconciliation included here in your Form 10-Q of the non-GAAP measures “tangible stockholders’
equity”, “tangible assets”, “adjusted tangible stockholders’ equity” and “adjusted tangible assets.” We also note your disclosure of these measures on pages 46 and 71 of your Form 10-Q; however, these measures
do not appear to be labeled as non-GAAP measures. Please revise future filings to clearly label these measures as “non-GAAP” when used throughout your filing and to refer to your reconciliation on page 41, as appropriate.

 We will revise future filings to clearly label measures as “non-GAAP” when such
measures are used throughout our filings and to refer to our reconciliation, as appropriate.

 If you have any
questions or comments with respect to the responses we have provided regarding your comments on our Form 10-K Report and Form 10-Q Reports, please do not hesitate to contact me at (516) 683-4014.

Sincerely,

 /s/ Thomas R. Cangemi

 Thomas R. Cangemi

Senior Executive Vice President and

Chief Financial Officer

cc:
Joseph R. Ficalora

 R. Patrick
Quinn, Esq.

November 7, 2011
 Via E-mail

Thomas R. Cangemi Senior Executive Vice President
and Chief Financial Officer
New York Community Bancorp, Inc. 615 Merrick Avenue  Westbury, New York 11590
Re: New York Community Bancorp, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2010 Filed March 1, 2011 Form 10-Q for the Quarter Ended March 31, 2011 Filed May 10, 2011 Form 10-Q for the Quarter Ended June 30, 2011 Filed August 9, 2011
  File No. 001-31565

Dear Mr. Cangemi:
 We have reviewed your response dated August 31, 2011 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 te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not believe future revisions are appropriate, please
tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.
            Form 10-K for the fiscal year ended December 31, 2010

Non-Covered Loans Held for Sale, page 58

1. We note your response to prior comment four , including your assertion that the amount
or range of possible losses in excess of your amount accru ed was not material to your
operations as of December 31, 2010.  Please confir m that your disclosure in future filings
will assert that the amount or range of po ssible losses in excess of your amount accrued

Thomas R. Cangemi
New York Community Bancorp, Inc. November 7, 2011 Page 2

 was not material not only to your operati ons, but also to your financial condition and
statement of operations for each period presented.
 Liquidity, Contractual Obligations and Off-ba lance Sheet commitments and Capital Position,
page 74

2. We note your response to prior comment five.  Please confirm that you will include this
information in your future filings.
 Form 10-Q for the fiscal quarter ended June 30, 2011

Asset Quality: Non-Covered Loans Held  for Investment and…OREO, page 54

3. We note your response to prior comment 17.  We also note disclosure of  your five largest
non-performing loans as of June 30, 2011 on page  59 of your Form 10-Q.  Please address
the following:
 The outstanding loan balance for Loan  #1 increased from $41,582,418 at March
31 to $43,256,821 at June 30.  However, we note that the LTV for this loan
decreased from 96% at March 31 to 87% at June 30.  Please tell us the reason for
the increase in the loan balance and how that corresponded to the decrease in the
LTV.
 It appears that you no longer hold the multi-fa mily real estate loan that had an
outstanding balance of $33,155,000 as of March 31 (Loan #2 in your March 31,
2011 Form 10-Q disclosure).  Please tell us the status of this loan as of June 30
and September 30, as applicable.
 Reconciliation of Stockholders’ Equity and Tangible…and the Related Matters, page 41

4. We note your response to prior comment 18 as  well as your reconcil iation included here
in your Form 10-Q of the non-GAAP measures “tangible stockholders’ equity”, “tangible
assets”, “adjusted tangible stockholders’ equity ” and “adjusted tangible assets.”  We also
note your disclosure of these measures on pages 46 and 71 of your Form 10-Q; however,
these measures do not appear to be labeled as  non-GAAP measures.  Please revise future
filings to clearly label these measures as  “non-GAAP” when used throughout your filing
and to refer to your reconcilia tion on page 41, as appropriate.

You may contact Brittany Ebbertt, Staff Accountant at (202) 551- 3572 or me at (202)
551-3526 with any other questions.
Sincerely,
  /s/ Angela Connell
Angela Connell Staff Accountant

CORRESP
1
filename1.htm

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

August 31, 2011

 VIA EDGAR

 Stephanie L. Hunsaker

Senior 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 the Fiscal Year Ended December 31, 2010 (Filed March 1, 2011)

Form 10-Q for the Fiscal Quarter Ended March 31, 2011 (Filed May 10, 2011)

Form 8-K filed July 21, 2011

File No. 001-31565

 Dear Ms. Hunsaker:

 On behalf of New York Community Bancorp, Inc. (“NYB” or the “Company”), I am writing in response to the Staff’s letter, dated July 29, 2011, containing comments on NYB’s
Annual Report on Form 10-K for the year ended December 31, 2010 (the “Form 10-K Report”), Form 10-Q for the Fiscal Quarter Ended March 31, 2011 (the “Form 10-Q Report”), and Current Report on Form 8-K filed
July 21, 2011 (the “Form 8-K 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, 2010

 Item 6. Selected Financial Data, page 42

1.
We note you present asset quality ratios excluding covered loans and covered OREO. Please revise future filings to disclose, either as an additional line item within
the table or in a footnote to the table, what the ratios for each period would be inclusive of covered loans and covered OREO.

 United States Securities and Exchange Commission

August 31, 2011

  Page
 2

 In future filings, we will present the asset quality ratios inclusive of covered loans
and covered OREO as follows:

 Asset Quality Ratios (Including Covered Assets)

At December 31, 2010

 Non-performing loans to total loans

3.52
%

 Non-performing assets to total assets

2.61

 Allowance for losses to non-performing loans

17.34

 Allowance for losses to total loans

0.61

 Item 7. Management’s Discussion and Analysis Non-Covered Loans Held for Investment, page 49

2.
We were unable to locate any disclosure relating to potential problem loans you hold at period end, including a description of the nature and extent of such loans
that are not otherwise disclosed in your filing as nonaccrual loans, loans over 90-days and still accruing or troubled debt restructurings. Please revise future interim and annual filings to provide this information or, alternatively if you do not
hold any potential problem loans other than those in the categories already disclosed, please clearly state that fact. If you do hold potential problem loans at any period end that are not otherwise disclosed, please ensure your revised disclosure
also specifically addresses any known information about possible credit problems of the borrowers. Refer to Item III.C.2 of Industry Guide 3 for guidance.

 As of December 31, 2010, the Company did not have any potential problem loans, other than what had already been disclosed in our filing that would have caused management to have serious doubts as to
the ability of a borrower to comply with present loan repayment terms and which would have resulted in such disclosure. In future filings, a similar comment will be included as appropriate.

 Non-Covered Loans Held for Sale, page 58

3.
We note from your disclosure that you regularly sell loans to the GSEs and that you provide customary representation and warranties to the GSEs in connection with
these sales. Your disclosure also states that as of December 31, 2010, you recorded a reserve for $3.5 million related to potential losses from representation and warranty obligations, which represents a significant increase from your recorded
reserve of $120,000 as of December 31, 2009. Please revise your future filings to disclose that you have been receiving repurchase requests from the GSEs and describe your process for estimating your exposure as a result of such claims.
Additionally, please clarify why you record expense related to representations and warranty exposure as part of general and administrative expense, instead of as an offset to mortgage banking income. Finally, given the significant increase in your
reserve, and to the extent that the volume of these repurchase requests increase or your exposure continues to increase, please revise your disclosures in future filings to address each of the following:

•

 Provide a roll-forward of the reserve presenting separate amounts for increases in the reserve due to changes in estimate and new loan sales and
decreases attributable to utilizations/realization of losses.

 United States Securities and Exchange Commission

August 31, 2011

  Page
 3

•

 Include a discussion of the time period permitted to respond to the request, and the ramifications of a non-timely response.

•

 Disclose the levels of unresolved claims existing at the balance sheet date by claimant.

•

 Disclose, by claimant and loan type, the amount of unpaid principal balance of loan repurchase requests that were resolved during the period.

•

 Include a description of your methodology and key assumptions used in determining the repurchase reserve.

•

 Provide qualitative discussion of any trends in claimant requests or types of provisions causing the repurchase requests.

•

 Disclose rejected claim success rates by type of claimant.

•

 Discuss whether you have recourse back to any broker or mortgage company who sold you the loan, and if so, the types of actions, and success
rates, of getting reimbursed for the claim. Also discuss how this expectation is being factored into the reserve obligation.

 During 2010, we received a total of five repurchase requests from the GSEs. All five of these claims were resolved without cost to NYCB. In future filings, and, to the extent that activity in this area
becomes more significant, we will include a roll-forward of the Reserve for Representation and Warranty Obligations. The roll-forward will disclose both the effects of estimate changes, if any, and of utilization. We will also discuss the volume of
claims, success of appeal rates, and trends and causes of claims as such activity occurs.

 Starting with our next filing, we
will include expenses related to representations and warranty exposure as an offset to mortgage banking income, rather than as part of general and administrative expense.

4.
 We also note your disclosure that “there may be a range of reasonably possible losses in excess of the estimated liability that cannot be
estimated with confidence” because the level of mortgage loan repurchase losses is dependent on a variety of outside factors and requires considerable management judgment. We do not believe that the term “with confidence” is
consistent with the guidance in ASC 450. Please either provide an estimated range of reasonably possible loss, or provide disclosure that you are unable to estimate the loss or

 United States Securities and Exchange Commission

August 31, 2011

  Page
 4

range of possible loss without the qualifier “with confidence”, along with explicit factors as to why you are unable to provide an estimate. We believe that as time goes on and you have
gained more experience in resolving the claims, you should be able to provide an estimate of reasonably possible losses in excess of the estimated liability. Alternatively, if you believe the amount or range of reasonably possible losses in excess
of your accrual is not material to your results of operations, financial condition and statement of operations, please state that fact.

 In future filings, we will revise our disclosure as requested and appropriate. As of December 31, 2010, we believe that the amount or range of possible losses in excess of our accrual was not
material to our operations at that date.

 Liquidity, Contractual Obligations and Off-Balance Sheet Commitments and Capital Position,
page 74

5.
We note your disclosure that cash and cash equivalents represented your most liquid asset along with your disclosure of the amount of cash and cash equivalents at
December 31, 2010 and 2009. Given the importance of liquidity to your operations, please address in more detail your additional (e.g. secondary) sources of liquidity such as liquid securities, available borrowing capacity from the FHLB, etc.
Please also provide a similar type disclosure for the Parent Company. In providing this enhanced disclosure, please consider including a summary tabular disclosure of these amounts, by liquidity source, in your Liquidity disclosure.

 Additional sources of liquidity are deposits from the Company’s large and diverse branch network and
wholesale borrowings through the FHLB-NY. The availability of these wholesale funds is generally based on the amount of mortgage loan collateral available under a blanket lien pledged to the FHLB-NY and, to a lesser extent, on the amount of
available securities that may be pledged to collateralize these borrowings. As of December 31, 2010, the Company’s available borrowing capacity with the FHLB-NY was $3.3 billion. In addition, the Community Bank and the Commercial Bank
combined had $653 million in available-for-sale securities.

 In addition to the $368 million in available dividends from its
subsidiary banks, sources of liquidity for the Parent Company at December 31, 2010, included cash and cash equivalents of $82.1 million and available-for-sale securities of $6.0 million.

 United States Securities and Exchange Commission

August 31, 2011

  Page
 5

 Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Interest Rate Sensitivity Analysis, page 93

6.
We note your disclosure that your model incorporates anticipated prepayments, including anticipated calls on wholesale borrowings. Please revise future filings to
disclose the following:

•

 Disclose whether you perform an analysis to validate your prepayment and call assumptions. If so, disclose what you do to validate these
assumptions, how often you do this and how successful you are at estimating prepayments as compared to the actual prepayments for the period.

•

 Disclose more clearly how the re-pricing of loans to market rates affects your prepayment assumptions. For example, if loans were to re-price
by 100 basis points, disclose the impact this may have on the assumed prepayment rate of your loans.

•

 Discuss whether one of the large drivers of going from a negative one-year gap at December 31, 2009 to a positive one-year gap at
December 31, 2010 was driven in part by changes in prepayment assumptions.

•

 We note your disclosure that for loans and mortgage-related securities, prepayment rates were assumed to range up to 22% annually. Please
clarify the range of assumptions used for each type of asset and liability and consider discussing a weighted average prepayment assumption if the range is wide.

In future filings we will revise our disclosure in a manner similar to the following:

We perform an analysis to validate our prepayment assumptions for our multi-family and commercial real estate loan portfolios. On a
monthly basis, we review our historical prepayment rates and compare them to our projected prepayment rates. We continually review the actual prepayment rates to ensure that our projections are as accurate as possible since prepayments on these
types of loans are not as closely correlated to changes in interest rates as prepayments on single-family residential loans would be. In addition, we review the call provisions in our borrowings and investment portfolios and, on a monthly basis,
compare the actual calls to our projected calls to ensure that our projections are reasonable.

 As of December 31, 2010,
the impact of a 100-basis point decline in market interest rates would have increased our projected prepayment rates by approximately 22%.

 The change from a negative one-year gap at December 31, 2009 to a positive one-year gap at December 31, 2010 was, in part, attributable to changes in prepayment rate assumptions. Prepayment rate
assumptions on multi-family and commercial real estate loans were increased in the December 2010 analysis primarily due to an increase in actual prepayment rates at the end of 2010. However, the Company does not believe that changes in prepayment
assumptions were a

 United States Securities and Exchange Commission

August 31, 2011

  Page
 6

“large” driver, as other factors also contributed to the change. Such factors included an increase in loans held for sale and a decrease in certificates of deposit expected to mature or
reprice within one year.

 At December 31, 2010, the range of prepayment rate assumptions used for each asset and
liability were as follows: 19% to 22% for mortgage-backed securities; 16% to 18% for multi-family and commercial real estate loans; and 0% for our borrowed funds.

 Item 8. Financial Statements

 Note 2: Summary of Significant Accounting
Policies Loans, page 102

7.
We note your disclosure on pages 50 through 52 regarding prepayment penalties on multi-family and CRE loans. We also note your disclosure on page 80 that the level
of prepayment penalty income will vary based on a number of factors and is difficult to predict. Please revise this footnote disclosure in future filings to discuss in greater detail your accounting treatment for prepayment penalty income and the
assumptions that go into recognizing the amount, including any back-testing you perform to validate the assumptions utilized. For example, we note your disclosure on page 79 that an increase in intermediate term-rates triggered an increase in
refinancing activity, which in turn prompted an increase in prepayment penalty income on your multi-family and CRE loans. Discuss the reasons why prepayments would increase during periods of rising rates. Further, please tell us the specific
accounting guidance you rely on to support your accounting policy.

 Prepayment penalty income is recorded
only when cash is received. Accordingly, there are no assumptions that go into recognizing prepayment penalty income.

 The
amount of the prepayment penalty is determined by the prepayment penalty percentage noted in the loan documents multiplied by the balance of the loan at the time of the prepayment. Prepayment penalties may increase during periods of rising rates (or
periods when rates are expected to rise) because our borrowers may opt to lock in a lower rate at such times, rather than take the risk of refinancing in the future when interest rates could be higher.

8.
We note your disclosure that you charge-off loans, or portions of loans, in the period that such loans are deemed uncollectible. You state that collectability of the
loan is determined through an estimate of the fair value of the underlying collateral and/or assessment of the financial condition and repayment capacity of the borrower. Please expand this disclosure to discuss the time period that this assessment
is typically made after classifying the loan as impaired and obtaining an updated appraisal and making an assessment of the borrower’s repayment capacity. As part of your revised disclosure, please disclose whether there is a maximum past due
time period that you would charge-off a loan, or portion thereof. Refer to ASC 310-10-50-11B(b) for guidance.

 United States Securities and Exchange Commission

August 31, 2011

  Page
 7

 In future filings we will expand and revise our disclosure as follows:

The Company charges off loans, or portions of loans, in the period that such loans, or portions thereof, are deemed uncollectible. The
collectability of individual loans is determined through an assessment of the financial condition and repayment capacity of the borrower and/or through an estimate of the fair value of the underlying collateral. Generally, the time period in which
this assessment is made

CORRESP
1
filename1.htm

    nycbcorrespaug1-2011.htm

NEW YORK COMMUNITY BANCORP, INC.

615 MERRICK AVENUE, WESTBURY, NY 11590

516-683-4570 l Fax # 516-683-8344 l www.myNYCB.com

Thomas R. Cangemi

Senior Executive Vice President

& Chief Financial Officer

August 1, 2011

Via EDGAR

Stephanie L. Hunsaker

Senior Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

Re:           New York Community Bancorp, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2010 (Filed March 1, 2011)

Form 10-Q for Fiscal Quarter Ended March 31, 2011(Filed May 10, 2011)

Form 8-K filed July 21, 2011

File No. 001-31565

Dear Ms. Hunsaker:

New York Community Bancorp, Inc. respectfully requests an extension until Wednesday, August 31, 2011 to respond to the Staff’s comment letter dated July 29, 2011 and received by us today with respect to the above referenced filings.

Please contact the undersigned at (516) 683-4014 if you have any questions.

Sincerely,

/s/ Thomas R. Cangemi

Thomas R. Cangemi

Senior Executive Vice President and

   Chief Financial Officer

July 29, 2011
 Via E-mail

Thomas R. Cangemi Senior Executive Vice President
and Chief Financial Officer
New York Community Bancorp, Inc. 615 Merrick Avenue  Westbury, New York 11590
Re: New York Community Bancorp, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2010 Filed March 1, 2011 Form 10-Q for the Quarter Ended March 31, 2011 Filed May 10, 2011 Form 8-K filed July 21, 2011
  File No. 001-31565

Dear Mr. Cangemi:
 We have reviewed your filings 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, by
providing the requested information, or by advi sing 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 identifies new or revised disclosu res.  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 filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.               Form 10-K for Fiscal Year Ended December 31, 2010

 Item 6. Selected Financial Data, page 42

1. We note you present asset quality ratios ex cluding covered loans and covered OREO.
Please revise future filings to disclose, either  as an additional line item within the table or

 Thomas R. Cangemi New York Community Bancorp, Inc. July 29, 2011 Page 2

 in a footnote to the table, what the ratios for each period would be inclusive of covered
loans and covered OREO.
 Item 7. Management’s Discussion and Analysis

 Non-Covered Loans Held for Investment, page 49

2. We were unable to locate any disclosure relating to potential pr oblem loans you hold at
period end, including a description of the nature  and extent of such loans that are not
otherwise disclosed in your filing as non accrual loans, loans over 90-days and still
accruing or troubled debt restructurings.  Please revise future interim and annual filings to
provide this information or, alternatively if you do not hol d any potential problem loans
other than those in th e categories already disclosed, please clearly state that fact.  If you
do hold potential problem loans at any period en d that are not otherw ise disclosed, please
ensure your revised disclosure also specifi cally addresses any known information about
possible credit problems of the borrowers.  Re fer to Item III.C.2 of Industry Guide 3 for
guidance.
 Non-Covered Loans Held for Sale, page 58

3. We note from your disclosure that you regul arly sell loans to the GSEs and that you
provide customary representation and warrantie s to the GSEs in connection with these
sales.  Your disclosure also states that  as of December 31, 2010, you recorded a reserve
for $3.5 million related to poten tial losses from representati on and warranty obligations,
which represents a significant increase fr om your recorded reserve of $120,000 as of
December 31, 2009.   Please revise your future  filings to disclose that you have been
receiving repurchase requests from the GSEs  and describe your process for estimating
your exposure as a result of such claims.  Additionally, please clarify why you record
expense related to representations and wa rranty exposure as part of general and
administrative expense, instead of as an o ffset to mortgage banking income.  Finally,
given the significant increase in your reserve, and to the extent that  the volume of these
repurchase requests increase or your exposure co ntinues to increase, please revise your
disclosures in future filings to address each of the following:
 Provide a roll-forward of the reserve pres enting separate amounts for increases in
the reserve due to changes in estimate and new loan sales and decreases attributable to utilizatio ns/realization of losses.

 Include a discussion of the time period permitted to respond to the request, and
the ramifications of a non-timely response.
 Disclose the levels of unr esolved claims existing at the balance sheet date by
claimant.

 Thomas R. Cangemi New York Community Bancorp, Inc. July 29, 2011 Page 3

 Disclose, by claimant and loan type, th e amount of unpaid principal balance of
loan repurchase requests that were resolved during the period.

 Include a description of your met hodology and key assumptions used in
determining the repu rchase reserve.

 Provide qualitative discussion of any tre nds in claimant re quests or types of
provisions causing the repurchase requests.

 Disclose rejected claim succe ss rates by type of claimant.

 Discuss whether you have recourse back to any broker or mortgage company who
sold you the loan, and if so, the types of  actions, and success rates, of getting
reimbursed for the claim. Also discuss how this expectation is being factored into
the reserve obligation.
 4. We also note your disclosure that “there ma y be a range of reasonably possible losses in
excess of the estimated liability that cannot be estimated with confidence” because the
level of mortgage loan repurchase losses is dependent on a variety of  outside factors and
requires considerable management judgment.  We do not believe that the term “with
confidence” is consistent with the guidance in ASC 450.  Please either provide an estimated range of reasonably possible loss, or  provide disclosure that you are unable to
estimate the loss or range of possible loss without the qualifi er “with confidence”, along
with explicit factors as to w hy you are unable to provide an es timate.  We believe that as
time goes on and you have gained more experi ence in resolving the claims, you should be
able to provide an estimate of reasonabl y possible losses in excess of the estimated
liability.   Alternatively, if you believe the amount or range of reas onably possible losses
in excess of your accrual is not material to  your results of operations, financial condition
and statement of operations , please state that fact.
 Liquidity, Contractual Obligations and Off-Ba lance Sheet Commitments and Capital Position,
page 74

5. We note your disclosure that cash and cash e quivalents represented your most liquid asset
along with your disclosure of the amount of  cash and cash equivalents at December 31,
2010 and 2009.  Given the importance of liquidity  to your operations, please address in
more detail your additional (e.g. secondary) sour ces of liquidity such as liquid securities,
available borrowing capacity from the FHLB, et c.  Please also provide a similar type
disclosure for the Parent Company.    In providing this enhanced disclosure, please
consider including a summary tabular disclosure  of these amounts, by liquidity source, in
your Liquidity disclosure.

 Thomas R. Cangemi New York Community Bancorp, Inc. July 29, 2011 Page 4

 Item 7A.  Quantitative and Qualita tive Disclosures about Market Risk

 Interest Rate Sensitivity Analysis, page 93

6. We note your disclosure that your model inco rporates anticipated prepayments, including
anticipated calls on wholesale borrowings.  Please revise future filings to disclose the following:
 Disclose whether you perform an analysis  to validate your prepayment and call
assumptions.  If so, disclose what you do to validate these assumptions, how often
you do this and how successful you are at es timating prepayments as compared to
the actual prepayments for the period.
 Disclose more clearly how the re-pricing of loans to market rates affects your
prepayment assumptions.  For example, if loans were to re-price by 100 basis
points, disclose the impact this may have  on the assumed prepayment rate of your
loans.
 Discuss whether one of the large drivers of going from a negative one-year gap at
December 31, 2009 to a positive one-year ga p at December 31, 2010 was driven
in part by changes in prepayment assumptions.
 We note your disclosure that for loan s and mortgage-related securities,
prepayment rates were assumed to range up to 22% annually.  Please clarify the
range of assumptions used for each type  of asset and liability and consider
discussing a weighted average prepayme nt assumption if the range is wide.
 Item 8. Financial Statements

 Note 2: Summary of Significant Accounting Policies

 Loans, page 102

7. We note your disclosure on pages 50 thr ough 52 regarding prepayment penalties on
multi-family and CRE loans.  We also note your  disclosure on page 80 that the level of
prepayment penalty income will vary based on a number of factors and is difficult to
predict.  Please revise this footnote disclosure  in future filings to discuss in greater detail
your accounting treatment for prepayment penalty income and the assumptions that go into recognizing the amount, including any back-testing you perfor m to validate the
assumptions utilized.  For example, we note your disclosure on page 79 that an increase
in intermediate term-rates triggered an increase in refinancing activity, which in turn
prompted an increase in prepayment pe nalty income on your multi-family and CRE
loans.  Discuss the reasons why prepayment s would increase duri ng periods of rising

 Thomas R. Cangemi New York Community Bancorp, Inc. July 29, 2011 Page 5

 rates.   Further, please tell us the spec ific accounting guidance you rely on to support your
accounting policy.

8. We note your disclosure that you charge-off loans,  or portions of loans, in the period that
such loans are deemed uncollectible.  You st ate that collectability of the loan is
determined through an estimate of the fair value of the underlying collateral and/or
assessment of the financial condition and re payment capacity of the borrower.  Please
expand this disclosure to disc uss the time period that this assessment is typically made
after classifying the loan as impaired a nd obtaining an updated appraisal and making an
assessment of the borrower’s repayment capacit y.  As part of your revised disclosure,
please disclose whether there is a maximum past due time period that you would charge-
off a loan, or portion thereof.   Refer to ASC 310-10-50-11B(b) for guidance.

9. We note your disclosure on page 104 that you el ected to account for loans acquired in the
AmTrust and Desert Hills acquisitions in accordance with ASC 310-30.  Given that these acquired loans have experienced credit deteri oration subsequent to acquisition and more
deterioration could occur in the future, pl ease revise future filings to address the
following:

 Disclose your accounting po licy related to the allowance for loan losses on
covered loans.  Refer to ASC 310-10-50-11B for guidance.
 As applicable, disclose y our accounting policy related to impaired covered loans
and your policy related to recognition of  interest income and cash receipts on
these loans.  Further, please revise eith er here or in Note 6 to disclose the
quantitative information required by ASC 310-10-50-15(a) and 15(b), as
applicable.  Refer to ASC 310-10-50-18 for guidance.
Note 5: Loans, page 124

10. We note your disclosure on page 128 of the chan ges in the accretable yield for the year
ended December 31, 2010.  Please tell us and expa nd your disclosures in future filings to
discuss the items included with in the line item “reclassification from accretable yield.”
 Note 11: Intangible Assets, page 142

11. We note that you use valuation models to calculate the present value of estimated future
cash flows related to mortgage servicing right s (MSRs) that rely on various assumptions,
including prepayment speeds, discount rates,  refinance rates, weighted average life,
anticipated credit losses, etc.  Please revi se future filings to disclose the specific
assumptions used (or range of assumptions used) for each period presented for both your
residential and securitized MSRs .  Refer to ASC 860-50-50-2.

 Thomas R. Cangemi New York Community Bancorp, Inc. July 29, 2011 Page 6

 12. We note the roll forward of your MSR balances  from period to period presented on page
143.  Please revise this disclosure in future  filings to separately  present and quantify
changes in the fair value rela ted directly to changes in your  valuation assumptions, and to
the extent the factors are offsetting, you should separately note and quantify those
amounts.   Additionally, please tell us and di sclose in future filings whether you have
made any assumptions regarding higher servic ing costs, and if s o, please quantify the
amounts and disclose the specific periods  the assumption changes were made.
 Note 19: Segment Reporting, page 163

13. You disclose on page 163 that capital is allocated to each segment, and the allocations are
made to cover credit risk, liquid ity risk, interest rate risk, option risk, basis risk, market
risk and operational risk.  You also state that  capital assignments are not equivalent to
regulatory capital guidelines and the total amount assigned to both segments typically
varies from consolidated stockholders’ equity.   Please tell us how much the total capital
allocations vary from consolidated share holders’ equity and whether the amounts are
typically higher or lower than consolidated  shareholders’ equity.  Please also clarify
whether these capital a llocations to your segments serv e as the carrying value of your
reporting units for purposes of your goodwill impairment tests, and if so, how you
considered the fact that the total carrying values of your segments’ capital may be in
excess or lower than total stockholders’ equity and thus may impact the goodwill
impairment test performed for your banking operations.
  Form 10-Q for the Quarter Ended March 31, 2011

 Note 4: Loans, page 15

14. We note that certain of your loan disclosures,  such as the past due  statistics and credit
quality indicators, do not appear to be pres ented for prior periods  (December 31, 2010) as
required by ASU 2010-20.  Please ad vise, or revise future fili ngs to present comparative
disclosures for these and all other disclosures required by ASU 2010-20.
 Note 10: Fair Value Measurements, page 25

 Assets Measured at Fair Value on a Non-Recurring Basis, page 30

15. We note your disclosure that certain impai red loans totaling $222.0 million at March 31,
2011 were determined using various valuati on techniques, includi ng consideration of
appraised values and other per tinent real estate market data .  Please clarify whether you
only include impaired loans that have been measured using appraised values as a non-
recurring fair value measurement, and thus w ould exclude loans that have been measured
for impairment based on the present value of expected cash flows in this amount.

 Thomas R. Cangemi New York Community Bancorp, Inc. July 29, 2011 Page 7

 Additionally, please clarif y how this amount interacts, if at  all, with the impaired loan
disclosures on page 21.  For example, pl ease tell us whether the $222.0 million of
impaired loans would be classified as pa rt of the impaired loans with no related
allowance disclosure since you would charge-o ff any amount in excess of the collateral
value less cost to sell.
 Asset Quality:  Non-Covered Loans and Non- Covered Other Real Estate Owned, page 52

16. We note your discussion on pages 53 and 61 a bout changes in the non-performing loan
balances between December 31, 2010 and March 31, 2011, and the significant movements in the balances due to new transfers to non-performing loans, loan
dispositions, and other activity.  Please revise your future fili ngs to provide a roll forward
of non-performing loans, preferably by loan class.  This disclosu re should include the
balance at the beginning of the period, th e amount of loans that became non-performing
during the period, loans that were transferred to performing s

November 5, 2010
   Mr. Thomas R. Cangemi Senior Executive Vice Presiden t and Chief Financial Officer
New York Community Bancorp, Inc. 615 Merrick Avenue Westbury, New York 11590
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    Form 10-Q for Fiscal Quarter Ended June 30, 2010
 File No. 001-31565

Dear Mr. Cangemi:
 We have reviewed your supplemental response and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, including a draft of your proposed disclosures to be made in future filings, or by
advising us when you will provide the requested  response.  If you do not believe our comments
apply to your facts and circumstances or do not be lieve future revisions are appropriate, please
tell us why in your response.
 After reviewing the information you provide in response to these comments, including
the draft of your proposed disclosures, we may have additional comments.

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc. November 5, 2010 Page 2

Form 10-Q for the Quarter Ended June 30, 2010

 Consolidated Statements of Condition, page 1

1. We note in your balance sheet on page 1 that  you present your covered loans below your
allowance for loan losses.  In addition, we  note your disclosure on page 25 that for
decreases in expected cash flows an allo wance for the covered loan loss will be
established.  Please revise your future interi m and annual filings to clearly present the
allowance for loan loss related to “Covered lo ans” and the allowance for loan loss related
to “non-covered loans”.  If your current allowance of $140.58 million was established to
cover both sub-categories of loans then pl ease present the “Covered loans” line item
before the allowance for loan losses line  item and subtotal for “Total loans”.

Notes to the Unaudited Consolidated Financial Statements
 Note 2. Business Combinations

 Loans, page 9

2. We note your disclosure on page 10 that you aggregated the acquire d loans for both the
AmTrust and Desert Hills transactions into one or more pools and the pools were based
on loans with common risk characteristics.  In addition, we note your response to prior
comment six of our letter dated May 21, 2010 that you applied ASC 310-30 to all acquired loans because at least part of the discount recorded on the acquired loans was
attributable to credit quality.  Please tell us and revise to disclose in future filings the
following regarding your appl ication of ASC 310-30:

 How you segregated the acquired loans in to pools for accretion and impairment
testing purposes. Identify the specific lo an characteristics that were used for
segregation and whether performing a nd nonperforming loans were separately
segregated.
 How you determined that at least part of the discount applied was attributable to
credit quality for loans that were performing under the terms of the loan agreement;
and
 The loans at the acquisition date that met the criteria of ASC 310-30 and those loans
that you analogized to ASC 310-30.  In additi on, in an effort to provide clear and
transparent disclosures pleas e provide separate ASC 310- 30-50 disclosures for both
groups of loans.

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc. November 5, 2010 Page 3

Note 5. Loans, net, page 21

3. We note your response to prior comment ni ne of our letter dated May 21, 2010.  In
addition, we note from your disclosures on page 5 that you have loans with the
underlying collateral located in New York, Ne w Jersey, Ohio, Flor ida, and Arizona.
Given your expansion in your  geographic operations during 2009 and 2010 from your
primary lending area of New York and Ne w Jersey and the continued decline from
December 31, 2008 to June 30, 2010 of your asset quality please provide in future filings a breakdown of your loan portfolio and re lated non-performing loans by geographic
location.

4. We note your response to prior comment 17 of our letter dated May 21, 2010.  Based on
our review of your allowance rollforward di sclosure on pages 24 and 58 we were unable
to locate your revisions to the rollforward that clearly s how the effect the loss sharing
agreements have on your provision for loan losses.   Please tell us where this is located in
your June 30, 2010 Form 10-Q.  If the separate  line item quantifyi ng the provision before
expected reimbursements from the FDIC was not included please revise to include in
future filings.
Item 2. Management’s Discussion and Analys is of Financial Condition and Results of
Operations

Summary of Financial Condition at June 30, 2010
 Acquisition, Development, and Cons truction (“ADC”) Loans, page 51

5. We note your disclosure on page 52 that due to the higher degree of  credit risk for ADC
loans in addition to the co llateral provided by a project, you also obtain personal
guarantees of repayment and completion during construction from the borrower.  Please
tell us the following regard ing your ADC loan portfolio:

 Whether you have any ADC loans that have  been extended at or near original
maturity, for which you have not consider ed impaired due to  the existence of
guarantees.  If so, please tell us about th e types of extensions being made, whether
loan terms are being adjusted from the orig inal terms, and whether you consider these
types of loans as collateral-dependent;
 To the extent you extend ADC loans at or ne ar maturity at the existing loan rate due
to the existence of a guarantee, please tell us how you consider whether it is a
troubled debt restructuring;

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc. November 5, 2010 Page 4

 Disclose in detail how you ev aluate the financial strength  of the guarantor.  Address
the type of financial information reviewe d, how current and objective the information
reviewed is, and how often the review is performed;
 Disclose how you evaluate the guarantor’s reputation and willingness to work with
you and how this affects any allowance fo r loan loss recorded and the timing of
charging-off the loan;
 Disclose how often you have pursued and successfully collected from a guarantor
during the past two years.  As part of  your response, please discuss the decision
making process you go through in deciding whether to pursue the guarantor and
whether there are circumstances you would not seek to enforce the guarantee; and
 Quantify the dollar amount of commercial lo ans in which your carrying value is in
excess of the appraised value but not consid ered impaired due to the existence of
guarantees.

Asset Quality, page 53

6. We note your disclosure on page 54 that when  necessary, you rely on current appraisals
to write down your non-performing loans (NPL s).  In addition, we note from your
disclosures on page 60 that your five largest NPLs had an updated appraisal within six
months of them being placed on non-accrual status.  Please tell us and revise future
filings to disclose the following:

 How often you obtain updated appraisals for your collateral dependent loans, both
performing and non-performing (non-accrual and/ or impaired).  If this policy varies
by loan type please disclose that also.
 Describe any adjustments you make to the fa ir value calculated, including those made
as a result of outda ted appraisals.
 Discuss how you consider the potential fo r outdated appraisal values in your
determination of the allowance for loan losses.
 How you determine, including the process, th e fair value of the collateral if an
appraisal is not available.

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc. November 5, 2010 Page 5

Covered Loans and OREO, page 57

7. We note your disclosure on page 57 that th e loss share receivab le may increase or
decrease if losses on the covere d assets increase or fall short of the expected amounts.  In
addition, we note that the loss share receivab le may also increase due to accretion, which
was $22.9 million during the first half of 2010.  Please tell us  and revise your future
filings to be more specific with respect to how and when adjustments to the loss sharing
receivable are recognized.  Fo r example, when cash flow estimates are adjusted upward,
explain whether you are accreting those adjust ments over the life of the related covered
loans or taking the charge to reduce the loss sh aring receivable in the period identified.
Additionally, please elaborate on the $22.9 millio n accretion that increased the loss share
receivable and whether this  relates to the difference in the discounted versus
undiscounted cash flows.
8. We note your response to prior comment f our of our letter dated May 21, 2010.  In
addition, we note from your disclosures on page 58 that your NPLs increased from
$578.07 million at December 31, 2009 to $636.78 million at June 30, 2010 despite the
reclassification of $150.29 m illion of troubled-debt restru cturings (TDRs) from non-
accrual to accrual during the first half of 2010.  Please tell us and revise future filings to
include the following:

 Detailed discussion on the fluctuations in NPLs  considering th e reclassification of
TDRs from non-accrual to accru al and NPLs excluding TDRs;
 Discuss if the fluctuation relates to a few large credit relationships or several small
credit relationships or both;
 If several small credit relationships im pact the fluctuation please discuss the
following for each group of smaller creditors:
  Type of borrowers, location of the loa n, loan type, or ot her specific factors
that are unique to the gro up of creditors and loans;
 If any of the decline in asset quality relates to conditions confined to a
particular time period or may continue  into the foreseeable future; and
 Any other pertinent information deemed  necessary to understand the increase
in the NPLs.
 If a few large credit relationships make up the majority of the fluctuation in your
NPLs, discuss those relationshi ps in detail, including:
 General information about the borrower and location;
 The amount of total credit exposure outstanding;
 The amount of the allowance allocate d to the credit relationship; and

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc. November 5, 2010 Page 6

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

9. We note your response to prior comment 19 and your disclosure on page 60 of the five
largest NPLs as of June 30, 2010.  For these fi ve largest NPLs pleas e tell us and include
in future filings the following:

 Total amount of loan at originati on and current lending commitment;
 Total outstanding balance on th ese loans at June 30, 2010;
 Average loan-to-value (LTV) ratio at origination and current LTV ratio; and
 Enhanced discussion about each loan including:

  General information about th e borrower and location; and
 Provide additional information supporting the allowance for loan loss for each
credit.
 You may contact Lindsay McCord, Staff Accounta nt, at (202) 551-3417 or me at (202) 551-3474
if you have questions.
Sincerely,

Sharon M. Blume Assistant Chief Accountant

February 16, 2011
   Mr. Thomas R. Cangemi Senior Executive Vice Presiden t and Chief Financial Officer
New York Community Bancorp, Inc. 615 Merrick Avenue Westbury, New York 11590
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    Form 10-Q for Fiscal Quarter Ended June 30, 2010
 File No. 001-31565

Dear Mr. Cangemi:

We have completed our review of your filings and do not have any further comments at this
time.
Sincerely,

Sharon M. Blume
Assistant Chief Accountant

CORRESP
1
filename1.htm

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

February 11, 2011

VIA EDGAR

 Sharon M. Blume

 Assistant Chief Accountant

Securities and Exchange Commission

 100 F
Street, N.E.

 Washington, DC 20549

Re:

New York Community Bancorp, Inc.

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

Form 10-Q for Fiscal Quarter Ended March 31, 2010

Form 10-Q for Fiscal Quarter Ended June 30, 2010

File No. 001-31565

 Dear Ms. Blume:

On behalf of New York Community Bancorp, Inc. (“NYB” or the “Company” or “we”), I am writing in response to
the questions you raised with us during our conversation on February 7, 2011 following up the Staff’s letter, dated May 21, 2010 (the “May 21 Letter”), our letter in response, dated June 4, 2010, your supplemental
letter, dated November 4, 2010 (the “November 4 Letter”), and our supplemental response letter, dated December 3, 2010, concerning NYB’s Annual Report on Form 10-K for the year ended December 31, 2009 (the “10-K
Report”), Form 10-Q for Fiscal Quarter Ended March 31, 2010 and Form 10-Q for Fiscal Quarter Ended June 30, 2010 (together, the “Form 10-Q Reports”).

 Below please find the supplemental information requested.

 United States Securities and Exchange Commission

 February 11, 2011

 Page 2

 Form 10-Q for the Quarter Ended June 30, 2010

 Notes to the Unaudited Consolidated Financial Statements

 Note 2. Business
Combinations

 Loans, p. 9

1.
By way of follow up to the information requested in connection with question 2 of the November 4 Letter, you requested that the Company identify the various
pools established in connection with our AmTrust acquisition.

 In connection with the
AmTrust acquisition, the Community Bank established the following pools:

 Pool #

 Name

1

Non-Modified Alt-A ARM 1

2

Non-Modified Alt-A FIXED1

3

Non-Modified Alt-A FIXED2

4

Non-Modified Prime ARM

5

Non-Modified Prime FIXED

6

Non-Modified Subprime ARM

7

Non-Modified Subprime FIXED

8

Modified Alt-A ARM

9

Modified Alt-A FIXED

10

Modified Prime ARM

11

Modified Prime FIXED

12

Modified Subprime ARM

13

Modified Subprime FIXED

14

Bankruptcy Loan - ARM

15

Bankruptcy Loan - FIXED

16

Loans Serviced By Others

17

Bridge Loans

18

HELOCs

 As noted on Schedule 3.5(n)1a (“Excluded Assets and Servicing Rights”) to the Purchase
and Assumption Agreement, dated December 4, 2009, by and among New York Community Bank, the Federal Deposit Insurance Corporation, as Receiver of AmTrust Bank, and the FDIC, there were no non-accrual loans included in the portfolio of AmTrust
loans acquired (except an immaterial amount of loans serviced by others).

 United States Securities and Exchange Commission

 February 11, 2011

 Page 3

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

 Summary of Financial Condition at June 30, 2010

 Acquisition, Development, and Construction (“ADC”) Loans, p. 51

2.
As a follow up to the information requested in connection with question 5 of the November 4 Letter, you requested that the Company inform the Staff, and include
responsive information in future filings, as to whether the Community Bank has collected on any personal guarantees on ADC loans referenced in the 10-Q Report.

We confirm that, as of December 31, 2010 and as of the date of this letter, the Community Bank has not collected on any personal
guarantees on ADC loans. We will provide an update to such statement in future filings.

 Covered Loans and OREO, p. 57

3.
As a follow up to the information requested in connection with question 9 of the November 4 Letter, you requested that we provide information regarding loan
number three referenced in our December 3, 2010 response to the Letter.

 As part of the ongoing review
of loan number three an internal valuation analysis was prepared in the third quarter of 2010. This analysis included an internal review of the previous appraisal and used updated and more conservative assumptions. Based on this analysis a fair
value, less estimated disposition costs, was determined and compared to the carrying value of the loan. This resulted in a $5.9 million allocation in the allowance for loan losses as of September 30, 2010.

4.
As an additional follow up to the information requested in connection with question 9 of the November 4 Letter, you requested that we provide information
regarding loan number one referenced in our December 3, 2010 response to the Letter.

 The
Company’s assessment that loan number one did not have impairment at September 30, 2010 was primarily based on the positive change in the Massachusetts Institute of Technology’s commercial real estate Transactions-Based Index
(described below) in the interim period between the date of the most recent appraisal of the collateral property securing the loan and the current period, and the positive events occurring at the collateral property. The positive events include an
execution of a settlement agreement to resolve a partial tenant rent strike and the commencement of capital investment into the property.

5.
As an additional follow up to the information requested in connection with question 9 of the November 4 Letter, you requested that we provide information
regarding the use of a commercial real estate transaction-based value index to adjust appraisal values for real property securing our commercial real estate loans.

As previously noted, the Company uses a commercial real estate value index to adjust previous appraisal values that are over one year old
in FAS 114 analyses on an interim basis until an updated appraisal is received. The Massachusetts Institute of Technology founded the Center for Real Estate (the “MIT/CRE”) in 1983 to promote more informed professional practice in the
global real estate industry.

United States Securities and Exchange Commission

 February 11, 2011

Page 4

The MIT/CRE has developed a Transactions-Based Index (“TBI”) of Institutional Commercial Property Investment Performance. The TBI is based on data received by the MIT/CRE on a quarterly
basis from the National Council of Real Estate Investment Fiduciaries (“NCREIF”). NCREIF is a not-for-profit industry association dedicated to improving knowledge about institutional real estate investment performance. Using econometric
techniques, the TBI estimates quarterly market price changes based on the verifiable sales prices of commercial real estate properties sold on a national level. Indexes are updated quarterly, with postings generally within six weeks or less of the
end of the quarter.

 The Company’s experience with the use of the TBI has been that the adjusted values based on the
index changes have generally proven conservative for properties in the New York Metropolitan area and roughly in-line for properties outside of the New York Metropolitan area when compared to the estimated values noted in the updated appraisals
received at a later date.

 If you have any questions or comments with respect to the responses we have provided regarding your
comments on our Form 10-K and Form 10-Q Reports, please do not hesitate to contact me at (516) 683-4014.

 Sincerely,

 /s/ Thomas R. Cangemi

 Thomas R. Cangemi

 Senior Executive Vice President and

Chief Financial Officer

cc:

Joseph R. Ficalora

R. Patrick Quinn, Esq.

CORRESP
1
filename1.htm

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

 December 3, 2010

 VIA EDGAR

 Sharon M. Blume

 Assistant Chief Accountant

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, DC 20549

 Re:   New York Community Bancorp, Inc.

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

Form 10-Q for Fiscal Quarter Ended March 31, 2010

Form 10-Q for Fiscal Quarter Ended June 30, 2010

File No. 001-31565

 Dear Ms. Blume:

 On behalf of New York Community Bancorp, Inc.
(“NYB” or the “Company” or “we”), I am writing in response to the Staff’s letter, dated November 5, 2010, containing comments on NYB’s Annual Report on Form 10-K for the year ended December 31, 2009
(the “10-K Report”), Form 10-Q for Fiscal Quarter Ended March 31, 2010 and Form 10-Q for Fiscal Quarter Ended June 30, 2010 (together, the “Form 10-Q Reports”).

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.

 United States Securities and Exchange Commission

 December 3, 2010

 Page 2

 Form 10-Q, for the Quarter Ended June 30, 2010

Consolidated Statements of Condition, page 1

1.
We note in your balance sheet on page 1 that you present your covered loans below your allowance for loan losses. In addition, we note your disclosure on page 25
that for decreases in expected cash flows an allowance for the covered loan loss will be established. Please revise your future interim and annual filings to clearly present the allowance for loan loss related to “Covered loans” and the
allowance for loan loss related to “non-covered loans”. If your current allowance of $140.58 million was established to cover both sub-categories of loans then please present the “Covered loans” line item before the allowance for
loan losses line item and subtotal for “Total loans”.

 In future interim and annual
filings, we will separately present the allowance for loan losses relating to non-covered loans and the allowance for loan losses relating to covered loans, if any. Please note that the $140.58 million allowance established at June 30, 2010 and
the $155.87 million allowance established at September 30, 2010 only related to non-covered loans. There was no allowance established for covered loans at either date.

 Notes to the Unaudited Consolidated Financial Statements

 Note 2. Business
Combinations

 Loans, page 9

2.
We note your disclosure on page 10 that you aggregated the acquired loans for both the AmTrust and Desert Hills transactions into one or more pools and the pools
were based on loans with common risk characteristics. In addition, we note your response to prior comment six of our letter dated May 21, 2010 that you applied ASC 310-30 to all acquired loans because at least part of the discount recorded on
the acquired loans was attributable to credit quality. Please tell us and revise to disclose in future filings the following regarding your application of ASC 310-30:

•

 How you segregated the acquired loans into pools for accretion and impairment testing purposes. Identify the specific loan characteristics that were
used for segregation and whether performing and nonperforming loans were separately segregated.

•

 How you determined that at least part of the discount applied was attributable to credit quality for loans that were performing under the terms of
the loan agreement; and

•

 The loans at the acquisition date that met the criteria of ASC 310-30 and those loans that you analogized to ASC 310-30. In addition, in an effort
to provide clear and transparent disclosures please provide separate ASC 310-30-50 disclosures for both groups of loans.

 We segregated the loans acquired in the AmTrust acquisition, which were substantially (99.94%) residential mortgage and home equity loans, by loan product type, i.e., Prime, Sub-prime and Alt-A, then
by whether or not they were modified or non-modified, and finally by fixed or adjustable rate. Performing and non-performing classifications were not used, as all the loans, except loans serviced by others, acquired in the AmTrust transaction were
performing at the time of acquisition.

 United States Securities and Exchange Commission

 December 3, 2010

 Page 3

 Regarding the loans acquired in the Desert
Hills transaction, they were segregated by loan type, i.e., commercial real estate, construction/land, multi-family, residential, and consumer. Given the immaterial nature of this acquisition (loans acquired were 0.7% of the Company’s total
loan portfolio at March 31, 2010), the loans were not segregated further by performing or non-performing status.

 We determined that at least part of the discount on the acquired loans was attributable to credit quality by reference to the valuation model used to estimate the fair value. The valuation model
incorporates over 40 different data inputs, including inputs that resulted in estimates of uncollectible cash flow (i.e., reductions in fair value attributable to credit quality). Some of the key drivers of the model include, but are not limited to,
original loan-to-value (“LTV”), current LTV, geographic location of the collateral property, payment status of the loan, FICO scores, and whether the loan interest rate was fixed or adjustable. The model compares each loan’s
characteristics to a comprehensive loan performance database. This database provided access to loan balances totaling over $1.5 trillion. The model then produced estimates about constant prepayment rates, credit default rates, loss severity curves,
and cumulative credit losses for each loan. Based on the model’s results, we concluded that at least part of the discount on the acquired loans was attributable to credit quality. We therefore analogized all loans in the pools to ASC 310-30.
Consequently, the disclosures under ASC 310-30-50 were provided for these loans, and we don’t consider there to be two groups of loans that require disclosures.

 Note 5. Loans, net, page 21

3.
We note your response to prior comment nine of our letter dated May 21, 2010. In addition, we note from your disclosures on page 5 that you have loans with the
underlying collateral located in New York, New Jersey, Ohio, Florida, and Arizona. Given your expansion in your geographic operations during 2009 and 2010 from your primary lending area of New York and New Jersey and the continued decline from
December 31, 2008 to June 30, 2010 of your asset quality please provide in future filings a breakdown of your loan portfolio and related non-performing loans by geographic location.

In future interim and annual filings we will provide a breakdown of our loan portfolio and related non-performing loans by
geographic location.

4.
We note your response to prior comment 17 of our letter dated May 21, 2010. Based on our review of your allowance rollforward disclosure on pages 24 and 58 we
were unable to locate your revisions to the rollforward that clearly show the effect the loss sharing agreements have on your provision for loan losses. Please tell us where this is located in your June 30, 2010 Form 10-Q. If the separate line
item quantifying the provision before expected reimbursements from the FDIC was not included please revise to include in future filings.

 We determine the allowance for loan losses attributable to post-acquisition decreases in expected collections from borrowers on covered loans without giving consideration to amounts estimated to be
recoverable from the FDIC under the loss sharing agreements. There were no post-acquisition decreases in expected collections from borrowers on covered loans through June 30, 2010. Accordingly, the loss sharing agreements had no effect on our
provision for loan losses for the six months ended June 30, 2010 and a revision to the allowance for loan loss rollforward was not necessary for such period. If, in future periods, the loss sharing agreements have a material effect on our
provision for loan losses, we will include appropriate disclosures.

 United States Securities and Exchange Commission

 December 3, 2010

 Page 4

 Item 2. Management’s Discussion and Analysis of Financial
Condition and Results of Operations

 Summary of Financial Condition at June 30, 2010

Acquisition, Development and Construction (“ADC”) Loans, page 51

5.
We note your disclosure on page 52 that due to the higher degree of credit risk for ADC loans in addition to the collateral provided by a project, you also obtain
personal guarantees of repayment and completion during construction from the borrower. Please tell us the following regarding your ADC loan portfolio:

•

 Whether you have any ADC loans that have been extended at or near original maturity, for which you have not considered impaired due to the existence
of guarantees. If so, please tell us about the types of extensions being made, whether loan terms are being adjusted from the original terms, and whether you consider these types of loans as collateral-dependent;

•

 To the extent you extend ADC loans at or near maturity at the existing loan rate due to the existence of a guarantee, please tell us how you
consider whether it is a troubled debt restructuring;

•

 Disclose in detail how you evaluate the financial strength of the guarantor. Address the type of financial information reviewed, how current and
objective the information reviewed is, and how often the review is performed;

•

 Disclose how you evaluate the guarantor’s reputation and willingness to work with you and how this affects any allowance for loan loss recorded
and the timing of charging-off the loan;

•

 Disclose how often you have pursued and successfully collected from a guarantor during the past two years. As part of your response, please discuss
the decision making process you go through in deciding whether to pursue the guarantor and whether there are circumstances you would not seek to enforce the guarantee; and

•

 Quantify the dollar amount of commercial loans in which your carrying value is in excess of the appraised value but not considered impaired due to
the existence of guarantees.

 At June 30, 2010, the Company had three ADC loans in
the aggregate amount of $38.4 million that have been extended at or near original maturity which the Company has not considered impaired due to the existence of personal guarantees. The loan terms were modified from the original terms; however, they
are structured on market terms. Typically the extension requires from the borrower such things as a principal reduction or conversion from an interest only to an amortizing structure. Further, the borrower typically is required to be able to meet
debt service out of pocket. In addition, we did not provide an interest reserve from the loan proceeds at extension. While these loans are substantially collateralized by real estate values supported by current appraisals, they are not considered
collateral dependant given the strength of the personal guarantees required from the principals.

 United States Securities and Exchange Commission

 December 3, 2010

 Page 5

 We do not extend ADC loans at the
existing/original interest rate unless that rate is consistent with the current market at extension, and unless the borrower is determined to be creditworthy. Further, the existence of a personal guarantee does not influence the Company’s
decision on interest rate. ADC loans that are extended at or near maturity are considered troubled debt restructuring (“TDR”) if, at the time of the extension, the borrower is experiencing financial difficulty and a concession on the
restructured loan was granted that we might not otherwise offer on a new loan application.

 The financial
strength of the guarantor is evaluated based on objective documentation. The Company requires a signed copy of the prior two years federal tax returns for the guarantor and borrowing entity. In addition, the borrower’s credit history is
verified through an independent credit reporting agency engaged by the Company. The guarantor and borrowing entity names are also run through Westlaw for a public records search of litigation and liens. In addition, we confirm the borrower’s
credit history with other lending institutions.

 The Company also requires a current personal financial
statement (“PFS”) certified as of the date submitted by the guarantor. The Loan Underwriter evaluates the PFS along with all other financial documentation, including a global cash flow analysis, to determine the guarantor’s capacity
to carry the indebtedness. This financial review is performed at origination and upon any extension of the loan. A review of the underlying real estate project is performed on a continuous basis, but not less than monthly.

Guarantor reputation and willingness to work with the Company are subjective factors that only influence the allowance for
loan loss recognition to the extent the borrower’s cooperation is determined to add tangible value and economic support to the credit. In this context, reputational considerations might include our prior history with the guarantor, and how well
the guarantor is performing on other credits, if any, with the Company and with other institutions. Similarly, the guarantor’s willingness to work with the Company may be considered if the guarantor is agreeable to making an increased
commitment to the transaction such as additional collateral, a principal reduction, or converting from an interest-only to an amortizing structure.

 For loans with personal guarantees, the Company may choose to pursue a suit under the note or guaranty. Depending on the jurisdiction, this is done either simultaneously with the foreclosure action or as
a deficiency after the property has been foreclosed. The decision to pursue a guarantor is dependent upon the location of the collateral and the guarantor’s financial strength. This decision is also based upon the collateral value, whether the
Company has a first or second lien, financial strength of the property/guarantor, and other possible legal considerations that vary with each loan. To date the Company has not collected on any personal guarantees on ADC loans; however, we are
currently pursuing collection efforts on several personal guarantees through the foreclosure process.

 At
June 30, 2010, the Company had three ADC loans totaling $38.4 million, for which the carrying value of the loans exceed the appraised value but are not considered impaired due to the existence of guarantees.

Asset Quality, page 53

6.
We note your disclosure on page 54 that when necessary, you rely on current appraisals to write down your non-performing loans (NPLs). In addition, we note from your
disclosures on page 60 that your five largest NPLs had an updated appraisal within six months of them being placed on non-accrual status. Please tell us and revise future filings to disclose the following:

•

 How often you obtain updated appraisals for your collateral dependent loans, both performing and non-performing (non-accrual and/or impaired). If
this policy varies by loan type please disclose that also.

 United States Securities and Exchange Commission

 December 3, 2010

 Page 6

•

 Describe any adjustments you make to the fair value calculated, including those made as a result of outdated appraisals.

•

 Discuss how you consider the potential for outdated appraisal values in your determination of the allowance for loan losses.

•

 How you determine, including the process, the fair value of the collateral if an appraisal is not available.

Our future filings will be revised to include the following:

It is the Company’s policy to order updated appraisals for all non-performing loans (“NPLs”), irrespective
of loan type, that are collateralized by commercial real estate (“CRE”), multi-fami

CORRESP
1
filename1.htm

Correspondence

 615 MERRICK AVENUE, WESTBURY, NY 11590

 516-683-4570 — Fax # 516-683-8344 — www.myNYCB.com

Thomas R. Cangemi

 Senior Executive
Vice President

 & Chief Financial Officer

November 9, 2010

 Via EDGAR

 Sharon M. Blume

 Assistant Chief Accountant

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 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

  Form 10-Q for Fiscal Quarter Ended June 30, 2010

  Sec File No. 001-31565

 Dear
Ms. Blume:

 New York Community Bancorp, Inc. respectfully requests an extension of nine business days, until Friday, December
3, 2010, to respond to the Staff’s comment letter dated November 4, 2010 with respect to the above referenced filings.

Please contact the undersigned at (516) 683-4014 if you have any questions.

Sincerely,

/s/ Thomas R. Cangemi

Thomas R. Cangemi

Senior Executive Vice President and

    Chief Financial Officer

cc:
Lindsay McCord, SEC Staff Accountant

CORRESP
1
filename1.htm

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

  Page
 5

 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

  Page
 6

•

 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

  Page
 7

 Form 10-Q for the Quarter E

CORRESP
1
filename1.htm

    nycbcorresmay26-10.htm

615 MERRICK AVENUE, WESTBURY, NY  11590

516-683-4570 Fax # 516-683-8344 www.myNYCB.com

Thomas R .Cangemi

Senior Executive Vice President

& Chief Financial Officer

May 26, 2010

Via EDGAR

Sharon M. Blume

Assistant Chief Accountant

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  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

Sec File No. 001-31565

Dear Ms. Blume:

New York Community Bancorp, Inc. respectfully requests an extension until Monday, June 14, 2010 to respond to the Staff’s comment letter dated May 21, 2010 with respect to the above referenced filings.

Please contact the undersigned at (516) 683-4014 if you have any questions.

                               Sincerely,

                              /s/ Thomas R. Cangemi

                               Thomas R. Cangemi

                               Senior Executive Vice President and

                                 Chief Financial Officer

cc:    Lindsay Bryan, SEC Staff Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
  CORPORATION FINANCE

      May 21, 2010

Via US Mail and Facsimile to (516) 683-8385

Mr. Thomas R. Cangemi Senior Executive Vice Presiden t and Chief Financial Officer
New York Community Bancorp, Inc. 615 Merrick Avenue Westbury, New York 11590
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 Mr. Cangemi:
 We have reviewed your filing and have the following comments.  We have limited
our review to only your financia l statements and related disclosures and do not intend to
expand our review to other portions of your documents.  Unless otherwise 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 deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.  After reviewing this inform ation, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requ irements 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 lis ted at the end of  this letter.
 Form 10-K for the Fiscal Year Ended December 31, 2009

 Item 7. Management’s Discussion and Analys is of Financial Condition and Results of
Operation
 Critical Accounting Policies

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc.  May 21, 2010 Page 2  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 lo ss factor evaluation period to the last
three years and the current period.  Please te ll 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 evaluati on period to your prev ious historical
loss period.
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 cha nged 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 experien ce, certain borrowers took the fixed rate
option during the year. Please revise your futu re filings to discu ss the reason(s) for
the change, the dollar amount of loans affected by the change, and the expected
impact on net inte rest income.

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.

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 lo ans 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 significan ce of these non-accrual lo ans, 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;

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc.  May 21, 2010 Page 3
• 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:

ƒ General information about the borrower and location;
ƒ The amount of total credit exposure outstanding;
ƒ The amount of the allowance alloca ted to the credit relationship;
and
ƒ Provide additional information s upporting the allowance for loan
loss for each credit.

5. In addition to the above, please provide us w ith a table that quan tifies the number and
amount of multi-family non-acc rual loans by originating bank at December 31, 2009
and March 31, 2010.

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.
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 additi on, 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 decreas ed at December 31, 2009 from December 31, 2008.  Please
tell us and revise your disclosure in futu re filings to more clearly bridge the gap
between the significant changes in your re cent credit experience in the acquisition,
development, and construction loan portfolio  with the decrease in your allowance for
loan losses for this loan category.

Item 8. Financial Statements and Supplementary Data
 Note 2:  Summary of Significan t Accounting Policies, page 98

 Goodwill

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc.  May 21, 2010 Page 4
8. Please tell us how you considered the de finition 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.
Segment Reporting

9. We note as a result of your acquisiti on of AmTrust Bank that you now have a
mortgage banking unit with operations and loan s in Florida, Ohio, and Arizona as of
December 31, 2009.  In addition, we note fr om 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 ge ographic locations, including those acquired
in the AmTrust acquisition.
10. We note you issued an equity appreciation in strument 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 contra ctual 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.
Form 10-Q for the Quarter Ended March 31, 2010

 Notes to the Unaudited Consolidated Financial Statements

 Note 2. Business Combinations, page 5

11. We note the disclosure on page 11 that you accounted for all the loans acquired in the
Desert Hills acquisition under ASC Topic 310-30.  Please tell us how you determined
that all of these loans had evidence of dete rioration of credit quality since origination
for which it is probable that you will be unable to collect all remaining contractually
required payments.

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc.  May 21, 2010 Page 5  Note 4. Securities, page 13

12. We note your disclosure on page 14 that the market value and amortized cost of your
capital trust notes portfolio is $131.5 7 million and $176.29 million at March 31,
2010.  Considering the impairment charges take n on this portfolio in 2009 and in the
quarter ended March 31, 2010, the significant judgment required to determine if a
security is other than temporarily impa ired, and the focus users of financial
statements have placed on this area, we believe comprehensive and detailed
disclosure is required to meet the di sclosure requirements in ASC 320-10-50
(paragraphs 38 and 42 of FSP FAS 115- 2 and FAS 124-2) and Item 303 of
Regulation S-K.  Therefore, for each pooled tr ust preferred security with at least one
rating below investment grade, please provide us and revise future annual and interim
filings to provide a tabular disclosure incl uding the following information as of the
most recent period end:

• single-issuer or pooled,
• class,
• book value,
• fair value,
• unrealized gain/loss,
• lowest credit rating assi gned to the security,
• number of banks currently performing,
• actual deferrals and defaults as a per centage of the original collateral,
• expected deferrals and defaults as  a percentage of the remaining
performing collateral (along with disclosure about assumption on
recoveries for both deferrals and defaults), and
• excess subordination as a percenta ge of the remaining performing
collateral.

Additionally, please clearly disclose how you calculate  excess subordination and
discuss what the excess subordination per centage signifies, including relating it to
other column descriptions, to allow an inve stor to understand why this information is
relevant and meaningful.
13. We note available-for-sale equity securities have been in an unrealized loss position
for 12 months or longer with  unrealized losses of $17.44 mill ion.  In an effort to
further enhance the disclosures surrounding your securities portfolio, please provide
the following information in future filings:
• Further segregated disclosures surrounding your marketable equity
securities (e.g., by business sector , industry, company size, geographic
concentration or other economic ch aracteristics of the securities);

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc.  May 21, 2010 Page 6
• If there are a few individual securitie s that make up a significant portion of
your gross unrealized losses enhanc e your disclosure to focus on these
specific securities; and
• What time frame you consider to be the “near term” for purposes of
evaluating other-than-temporary impairment.

In addition, please provide us a draft of  the disclosure using the March 31, 2010
financial information.
 Note 5. Loans, net, page 21

14. We note that your troubled debt restructuri ngs (TDRs) have increased from $0 as of
December 31, 2008 to $184.8 million and $225.2 million as of December 31, 2009 and March 31, 2010. Please tell us  as of March 31, 2010 and revise your future filings
to disclose the following:

• your troubled debt restructurings , quantified by loan type and
classified/quantified separately as accrual and non-accrual; and

• quantification of types of concessions made (i.e. reduc tion in interest rates,
payment extensions, forgiveness of pr inciple, forbearance or other actions)
in addition to a discussion of your success with the different types of
concessions.

15. Similar to the disclosures provided on pa ge 123 of your Form 10-K, please revise
your future filings beginning with your next Form 10-Q to disclose your total
investment in impaired loans and the amount  of that recorded investment for which
there is a/is no related allo wance. Provide us with these disclosures as of March 31,
2010.  Refer to ASC 310-10-50-15.

Item 2. Management’s Discussion and Analys is of Financial Condition and Results of
Operations
 Asset Quality, page 51

16. We note your disclosure on page 54 that you consider loan-to-valu e ratios as one of
the key determinants in determining the futu re performance of lo ans. We further note
your disclosure of the average loan-to-va lue ratios at origination for your multi-
family and commercial real estate loans.  If the value of prop erties collateralizing
these loans has declined it woul d be beneficial to  investors if your disclosure included
current average loan-to-value ratios compared to original average lo an-to-value ratios.

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc.  May 21, 2010 Page 7
Please tell us if you analyze this informa tion, at what frequency, and disclose such
information in your future filings to the extent available.

17. Please revise your allowance for loan losses roll forward in future filings to clearly
show the effect the loss shar ing agreements have on your provision for loan losses.
For example, include a separate line item quantifying the provision before expected
reimbursements from the FDIC.
18. We note your disclosure on page 55 that c overed loans and other real estate owned
are not reflected in any of the amounts or asset quality measures including ratios
provided in your asset quality tabular disclosure.  We belie ve a best practice would be
to present this information gross, including the FDIC covered asse ts, with transparent
quantification of the amount of covered asse ts included as well as quantification of
the impact the covered assets have on the data .  As such, please revi se future filings to
present this information gross with acco mpanying additional disclosures relating to
the covered assets.  For example, present as  a separate line in the 30 – 89 days past
due table the loan category “O ne- to four- family covered loans” and include separate
line items that include the covered assets in your ratio calculations.

19. We note that your non-performing loans in creased from $113.70 million at December
31, 2008 to $578.07 million and $734.69 million at December 31, 2009 and March
31, 2010. Given the continued decline in the asset quality of your loan portfolio,
please provide in future filings a detail disc ussion of your five largest non-performing
loans, which includes the following:
• the type of loan (one-to-four family, multi-family, commercial real estate,
construction, etc.);
• when the loan was originated;
• the allowance for loan losses associat ed with the loan, as applicable;
• when the loan became non-accrual;
• the underlying collateral supporting the loan;
• the last appraisal obtained for the loan, as applicable; and
• any other pertinent information deemed necessary to understand your
review of the loan and related accounting for the loan.

In addition, please provide us a draft of  the disclosure using the March 31, 2010
financial information.

********

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc.  May 21, 2010 Page 8    Please respond to these comments within 10 business days or tell us when you will provide us with a response.  Please furnish a le tter that keys your re sponses to our comments
and provides any requested information.  Detailed cover letters greatly fa cilitate our review.
Please understand that we may have additional comments after reviewing your responses to
our comments.   We urge all persons who are responsible  for the accuracy and adequacy of the
disclosure in the filing to be certain that th e filing includes all inform ation required under the
Securities Exchange Act of 1934 and that they  have provided all information investors
require for an informed investment decision.  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.     In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
ƒ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 ƒ

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                      [KILPATRICK STOCKTON LLP LETTERHEAD]

August 14, 2009

VIA EDGAR AND FACSIMILE
-----------------------

Peggy Kim
Special Counsel
U.S. Securities and Exchange Commission
Office of Mergers & Acquisitions
100 F Street, NE
Washington, DC 20549-4561

                  RE:      NEW YORK COMMUNITY BANCORP, INC.
                           SCHEDULE TO-I/A
                           FILED AUGUST 11, 2009
                           FILE NUMBER: 5-49965

Dear Ms. Kim:

         This letter serves as the response of New York Community Bancorp, Inc.
(the "Company") to the Staff's comments received via teleconference on August
12, 2009, regarding the above-referenced Schedule TO-I/A filed on August 11,
2009. To aid in your review, we have repeated the Staff's comments followed by
the Company's responses.

AMENDMENT NO. 1 TO SCHEDULE TO
------------------------------

COMMENT NO. 1:
-------------

         Please file the amended Letter of Transmittal as an exhibit to the
amended Schedule TO.

RESPONSE TO COMMENT NO. 1:
--------------------------

         The Company acknowledges the Staff's comment and has filed the amended
Letter of Transmittal as Exhibit (a)(1)(B) to the Amendment No. 2 to the
Schedule TO.

COMMENT NO. 2:
-------------

         Please revise the first paragraph under the caption "FORWARD-LOOKING
STATEMENTS" on page vi of the Offer to Exchange to clarify that the safe-harbor

<PAGE>

Ms. Peggy Kim
August 12, 2009
Page 2

provisions of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended do not apply to
statements made in connection with the Company's tender offer.

RESPONSE TO COMMENT NO. 2:
--------------------------

         In response to the Staff's comment, we have amended the first paragraph
under the caption "Forward-looking Statements" on page vi of the Offer to
Exchange to include the following as the last sentence of that first paragraph:

"The safe harbor provisions for forward-looking statements contained in the
Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as
amended, do not apply to any forward-looking statements made in connection with
this Exchange Offer."

                                    * * * * *

         The Company acknowledges that: (i) it is responsible for the adequacy
and accuracy of the disclosure contained in the subject filings; (ii) staff
comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the subject filings; and
(iii) the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

         If you have any questions or further comments regarding the Schedule
TO-I/A, please contact the undersigned at 202.508.5852.

                                          Very truly yours,

                                          KILPATRICK STOCKTON LLP

                                          /s/ Edward G. Olifer

                                          Edward G. Olifer

cc:      Thomas R. Cangemi,
         Senior Executive Vice President and
         Chief Financial Officer, New York Community Bancorp, Inc.
         Eric S. Kracov, Esq.
         Victor L. Cangelosi, Esq.
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                      [KILPATRICK STOCKTON LLP LETTERHEAD]

August 11, 2009

VIA EDGAR AND FACSIMILE
-----------------------

Peggy Kim
Special Counsel
U.S. Securities and Exchange Commission
Office of Mergers & Acquisitions
100 F Street, NE
Washington, DC 20549-4561

                  RE:      NEW YORK COMMUNITY BANCORP, INC.
                           SCHEDULE TO-I
                           FILED JULY 29, 2009
                           FILE NUMBER: 5-49965

Dear Ms. Kim:

         This letter serves as the response of New York Community Bancorp, Inc.
(the "Company") to the Staff's comment letter dated August 6, 2009, regarding
the above-referenced Schedule TO-I filed on July 29, 2009. To aid in your
review, we have repeated the Staff's comments followed by the Company's
responses.

SCHEDULE TO
-----------

GENERAL
-------

COMMENT NO. 1:
-------------

         Please confirm that if there is a change in the formula for determining
the Exchange Ratio or if the specified minimum or maximum Exchange Ratios are
altered, the Exchange Offer will remain open for a minimum of ten business days
from the date of such change.

RESPONSE TO COMMENT NO. 1:
-------------------------

         The Company acknowledges the Staff's comment regarding the Exchange
Ratio and confirms that if there is a change in the formula for determining the
Exchange Ratio or if the specified minimum or maximum Exchange Ratios are
altered, the Exchange Offer will remain open for a minimum of ten business days
from the date of such change.

<PAGE>

Ms. Peggy Kim
August 11, 2009
Page 2

WHERE YOU CAN FIND MORE INFORMATION, PAGE IV
--------------------------------------------

COMMENT NO. 2:
-------------

         We note that you appear to be attempting to incorporate by reference
subsequently filed documents and reports. Please revise the disclosure to
indicate, if true, that the Schedule TO will be amended to incorporate such
information since you are not permitted to forward incorporate on Schedule TO.

RESPONSE TO COMMENT NO. 2:
-------------------------

         In response to the Staff's comment, we have amended the second
paragraph, the three bullets which follow the second paragraph and the third
paragraph on page iv of the Offer to Exchange to clarify that the Schedule TO
does not incorporate by reference subsequently filed documents and reports. The
second paragraph, the three bullets which follow the second paragraph and the
third paragraph on page iv of the Offer to Exchange are amended to read as
follows:

          The SEC allows us to "incorporate by reference" the information we
          file with the SEC, which means that we can disclose important
          information to you by referring you to those documents. The
          information we incorporate by reference is considered to be part of
          this Offer to Exchange. We incorporate by reference the documents
          listed below (but not documents that are furnished, unless expressly
          incorporated herein by a reference in such furnished document) that we
          have filed with the SEC under Section 13(a), 13(c), 14 or 15(d) of the
          Securities Exchange Act of 1934, as amended (the "Exchange Act"), on
          or before the date of this Offer to Exchange:

            -   Annual Report on Form 10-K for the year ended December 31, 2008.
            -   Quarterly Report on Form 10-Q for the quarters ended March 31,
                2009 and June 30, 2009.
            -   Current Reports on Form 8-K filed on January 13, 2009, May 8,
                2009 and June 10, 2009.

          Documents we file (but not documents that are furnished, unless
          expressly incorporated herein by reference in such furnished document)
          with the SEC under Section 13(e), 13(c), 14 or 15(d) of the Exchange
          Act after the date of this Offer to Exchange will be incorporated by

<PAGE>

Ms. Peggy Kim
August 11, 2009
Page 3

          reference in this Offer to Exchange only upon our filing of an
          amendment to the Schedule TO. Any statement contained in this Offer to
          Exchange or in a document (or part thereof) incorporated by reference
          in this Offer to Exchange shall be considered to be modified or
          superseded for purposes of this Offer to Exchange to the extent that a
          statement contained in any subsequent amendment to this Offer to
          Exchange or amendment to the Schedule TO to which this Offer to
          Exchange relates modifies or supersedes that statement.

FORWARD-LOOKING STATEMENTS, PAGE VI
-----------------------------------

COMMENT NO. 3:
-------------

         Please revise, here and in exhibit (a)(5), to omit the reference to the
Private Securities Litigation Reform Act of 1995, since the safe harbor is not
available for statements made in connection with a tender offer. Refer to
Section 27A(b)(2)(C) of the Securities Act and Section 21E(b)(2)(C) of the
Exchange Act. Please also refrain from making further references to the PLSRA or
its safe harbor provision in any future press releases or other communications
relating to this offer.

RESPONSE TO COMMENT NO. 3:
-------------------------

         In response to the Staff's comment No. 3, the references to the Private
Securities Litigation Reform Act of 1995 ("PSLRA") have been removed from page
vi of the Offer to Exchange and in Exhibit (a)(5). The Company acknowledges the
Staff's comment regarding references to the PLSRA or its safe harbor provision
in future press releases and other communications relating to this exchange
offer.

CONDITIONS TO THE EXCHANGE OFFER, PAGE 19
-----------------------------------------

COMMENT NO. 4:
-------------

          Please note that a tender offer may be subject only to conditions that
are not within the direct or indirect control of the offeror and that are
drafted with sufficient specificity to permit objective verification that the
conditions have been satisfied. Please revise the references to "threatened" and
"proposed" since it is unclear how these actions could be objectively
determined.

<PAGE>

Ms. Peggy Kim
August 11, 2009
Page 4

RESPONSE TO COMMENT NO. 4:
-------------------------

         The reference to "threatened" in the first sentence of the second
paragraph on page 19 of the Offer to Exchange has been removed. The reference to
"proposed" in the first sentence of the third paragraph on page 19 of the Offer
to Exchange has been amended to read "proposed and published in the public
domain." The Company believes that this amendment adequately clarifies the
specified events that could be objectively determined to be "proposed."

COMMENT NO. 5:
-------------

         We note that you state, here and on page 20, that you may terminate the
Exchange Offer if any condition is not satisfied on or after the expiration
date. Please note that all conditions to the tender offer, other than those
dependent upon the receipt of any governmental approvals necessary to consummate
the offer, must be satisfied or waived on or before the expiration of the offer.
Please revise your disclosure accordingly.

RESPONSE TO COMMENT NO. 5:
-------------------------

         The second sentence of the last paragraph on page 19 and the first
sentence of the second paragraph under "Expiration Date" on page 20 are deleted
in their entirety and replaced with the following: "The foregoing conditions to
the Exchange Offer, other than those dependent upon the receipt of any
governmental approvals necessary to consummate the Exchange Offer, must be
satisfied or waived by us on or prior to the expiration date." In addition, the
first sentence of the second to last paragraph on page 20 is deleted in its
entirety and replaced with the following: "We may terminate or withdraw the
Exchange Offer at our sole discretion at any time and for any reason, subject to
applicable law, including if any condition is not satisfied or is not waived by
us on or before the expiration date, other than conditions dependent upon the
receipt of any governmental approvals necessary to consummate the Exchange
Offer."

ACCEPTANCE OF BONUSES UNITS FOR EXCHANGE.....PAGE 21
----------------------------------------------------

COMMENT NO. 6:
-------------

         We note that in the last paragraph on page 21 you state that you
reserve the right to transfer or assign to one or more affiliates the right to
acquire all of any portion of BONUSES units tendered in the Exchange Offer.
Please confirm your understanding that any entity to which you assign the right
to purchase shares in this offer must be included as a bidder in this offer.
Adding additional bidders may require you to disseminate additional offer
materials and to extend the term of the offer.

<PAGE>

Ms. Peggy Kim
August 11, 2009
Page 5

RESPONSE TO COMMENT NO. 6:
-------------------------

         In response to the Staff's comment No. 6, the Company has removed the
language from the Offer to Exchange stating that the Company may transfer or
assign to one or more affiliates the right to acquire all or any portion of
BONUSES units tendered in the Exchange Offer.

SUBSEQUENT REPURCHASES, PAGE 27
-------------------------------

COMMENT NO. 7:
-------------

         We note that following this Exchange Offer for any or all of the
BONUSES units, you may repurchase additional BONUSES units that remain
outstanding. Please advise us, with a view toward revised disclosure, why this
tender offer is not the first step in a series of transactions intended or
reasonably likely to have a going private effect with respect to the BONUSES
units, within the meaning of Exchange Act Rule 13e-3.

RESPONSE TO COMMENT NO. 7:
-------------------------

         The Exchange Offer is not the first step in a series of transactions
intended or reasonably likely to have a going private effect with respect to the
BONUSES units within the meaning of Exchange Act Rules 13e-3(a)(3)(ii)(A) or
13e-3(a)(3)((ii)(B). The Exchange Offer itself is exempt from the requirements
of Rule 13e-3 because it satisfies the requirements of Rule 13e-3(g)(2). The
three relevant requirements of the exemption in Rule 13e-3(g)(2) are that (i)
the equity security holders are offered common stock in exchange for the equity
security in question, (ii) the security offered is registered pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or reports are required to be filed by the issuer thereof pursuant to
Section 15(d) of the Exchange Act, and (iii) if the equity security in question
was listed on a national securities exchange, the security offered in exchange
is also listed on a national securities exchange. Applying these requirements to
the Exchange Offer, BONUSES unit holders are being offered Common Shares of the
Company in exchange for their BONUSES units and the Common Shares of the Company
are registered pursuant to Section 12 of the Securities Act and are listed on
the New York Stock Exchange (as are the Company's BONUSES units). The Company is
aware of the requirements of Rule 13e-3, and would not intend for, and does not
reasonably believe that, subsequent repurchases of BONUSES units, if any, would
cause the effects contemplated by the Rule.

         The Company has not previously repurchased BONUSES units and has no
current plans to repurchase additional BONUSES units following the Exchange
Offer, by tender offer, any subsequent exchange offer or otherwise. The
possibility of repurchasing BONUSES units in the future, by tender offer or
otherwise, is mentioned merely in order to give the Company flexibility. It is
anticipated that any subsequent repurchases of BONUSES units would be isolated
transactions. Any decision to repurchase additional BONUSES units will depend on
many factors, including: the extent to which current BONUSES unit holders
participate in the Exchange Offer, market conditions, the conditions of the
Company's business, the costs of pursuing such additional purchases, the
potential terms of such additional purchases, and whether the Company's primary
regulator, the Federal Reserve Board, would approve of such additional
purchases. Nevertheless, as stated above, any subsequent repurchases would not
be intended to or reasonably likely to cause the effects described in Rule
13e-3.

<PAGE>

Ms. Peggy Kim
August 11, 2009
Page 6

         The Company will amend its disclosure under "Subsequent Repurchases" to
read as follows (the amended disclosure is marked to reflect changes made):

SUBSEQUENT REPURCHASES

      Following completion of the Exchange Offer, we may repurchase additional
BONUSES(SM) units that remain outstanding in the open market, in privately
negotiated transactions, through tender offers, or otherwise. Future purchases
of BONUSESSM units that remain outstanding after the Exchange Offer may be on
terms that are more or less favorable than the terms of the Exchange Offer.
Exchange Act Rules 14e-5 and 13e-4 generally prohibit us and our affiliates from
purchasing any BONUSES(SM) units other than pursuant to the Exchange Offer until
10 business days after the expiration date, although there are some exceptions.
HOWEVER, WE HAVE NO CURRENT PLANS OR UNDERSTANDINGS TO REPURCHASE ADDITIONAL
----------------------------------------------------------------------------
BONUSES UNITS FOLLOWING THE COMPLETION OF THE EXCHANGE OFFER. Future
------------------------------------------------------------
repurchases, if any, will depend on many factors, including market conditions
and the conditions of our business. The repurchase of additional BONUSES(SM)
units FOLLOWING THE EXCHANGE OFFER WILL be subject to approval of our
      ---------------------------------
regulators.

LETTER OF TRANSMITTAL.  EXHIBIT (A)(1)(B)
-----------------------------------------

COMMENT NO. 8:
-------------

         We note that in the carryover paragraph at the top of page 5 you
require unitholders to acknowledge that they have read the offer documents, and
at the bottom of page 5 you require unitholders to acknowledge that they have
reviewed the offer documents. Please revise this language since it implies that
unitholders may waive their rights under the federal securities laws.

RESPONSE TO COMMENT NO. 8:
-------------------------

         In response to the Staff's comment No. 8 the last sentence on the
carryover paragraph at the top of page 5 and the sentence beginning with (i)
under the section entitled "Acknowledgement of Representations and Warranties"
have been removed from the Letter of Transmittal.

                                    * * * * *

         The Company acknowledges that: (i) it is responsible for the adequacy
and accuracy of the disclosure contained in the subject filings; (ii) staff
comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the subject filings; and
(iii) the Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

<PAGE>

Ms. Peggy Kim
August 11, 2009
Page 7

         If you have any questions or further comments regarding the Schedule
TO-I, please contact the undersigned at 202.508.5852.

                                       Very truly yours,

                                       KILPATRICK STOCKTON LLP

                                       /s/ Edward G. Olifer

                                       Edward G. Olifer

cc:      Thomas R. Cangemi,
         Senior Executive Vice President and
         Chief Financial Officer, New York Community Bancorp, Inc.
         Eric S. Kracov, Esq.
         Victor L. Cangelosi, Esq.
</TEXT>
</DOCUMENT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628
   August 6, 2009

Via Facsimile and U.S. Mail

Eric S. Kracov, Esq. Kilpatrick Stockton LLP 607 14
th Street, NW, Suite 900
Washington, DC 20005
Re: New York Community Bancorp, Inc.
 Schedule TO-I
 Filed July 29, 2009
 File No. 5-49965

Dear Mr. Kracov:

We have reviewed your filing and have the following comments .  Where indicated,
we think you should revise your  document in response to thes e comments.  If you disagree,
we will consider your explana tion as to why a comment is in applicable or a revision is
unnecessary.  Please be as detailed as necessa ry 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 not e that all defined terms used in this letter have the same
meaning as in the Offer to Exchange.
Please understand that the purpose of our re view 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.

Schedule TO

General
1.  Please confirm that if there is a chan ge in the formula for determining the
Exchange Ratio or if the specified mi nimum or maximum Exchange Ratios are
altered, the Exchange Offer will remain open for a minimum of ten business days from the date of such change.

Eric S. Kracov, Esq.
New York Community Bancorp, Inc.  August 6, 2009
Page 2  Where You Can Find More Information, page iv

2. We note that you appear to be atte mpting to incorporate by reference
subsequently filed documents and reports .  Please revise the disclosure to
indicate, if true, that the Schedule TO will be amended to incorporate such information since you are not permitted to fo rward incorporate on Schedule TO.
 Forward-Looking Statements, page vi

3. Please revise, here and in exhibit (a)(5) , to omit the reference to the Private
Securities Litigation Reform Act of 1995, since the safe ha rbor is not available for
statements made in connection with a te nder offer.  Refer to Section 27A(b)(2)(C)
of the Securities Act and S ection 21E(b)(2)(C) of the Exchange Act.  Please also
refrain from making further references to  the PLSRA or its safe harbor provision
in any future press releases or other co mmunications relating to this offer.
 Conditions to the Exchange Offer, page 19

4. Please note that a tender offer may be subject only to conditions that are not
within the direct or indirect control of  the offeror and that are drafted with
sufficient specificity to permit objective ve rification that the conditions have been
satisfied.  Please revise the references to  “threatened” and “p roposed” since it is
unclear how these actions could be objectively determined.
5. We note that you state, here and on page  20, that you may terminate the Exchange
Offer if any condition is not  satisfied on or after the expiration date.  Please note
that all conditions to the tender offer, other than t hose dependent upon the receipt
of any governmental approvals necessary to consummate the offer, must be satisfied or waived on or before the expi ration of the offer.  Please revise your
disclosure accordingly.
 Acceptance of BONUSES Units for Exchange…, page 21

6. We note that in the last paragraph on pa ge 21 you state that you reserve the right
to transfer or assign to one or more aff iliates the right to acquire all of any portion
of BONUSES units tendered in the Ex change Offer.  Please confirm your
understanding that any entity to which you assign the right to purchase shares in
this offer must be included as a bidder in this offer.  Adding additional bidders
may require you to disseminate additional offer materials and to extend the term
of the offer.

Eric S. Kracov, Esq.
New York Community Bancorp, Inc.  August 6, 2009
Page 3  Subsequent Repurchases, page 27

7. We note that following this Exchange Offer for any or all of the BONUSES units,
you may repurchase additional BONUSES units  that remain outstanding.  Please
advise us, with a view toward revised disclosure, why this tender offer is not the first step in a series of transactions intended or reas onably likely to have a going
private effect with respect to the BONUSES units, within the meaning of
Exchange Act Rule 13e-3.
 Letter of Transmittal. Exhibit (a)(1)(B)

8. We note that in the carryover paragra ph at the top of page 5 you require
unitholders to acknowledg e that they have read  the offer documents, and at the
bottom of page 5 you require unitholders to  acknowledge that they have reviewed
the offer documents.  Please revise this language since it implie s that unitholders
may waive their rights under the federal securities laws.
 Closing Comments

As appropriate, please amend your filing in response to these comments.  You may
wish to provide us with mark ed copies of the amended filing to expedite our review.
Please furnish a cover letter with your amen ded filing that keys your responses to our
comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your amended filing and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staf f to be certain that they have provided all
material information to investors.  Sin ce 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.
In connection with responding to our comments, please provide, in writing, a
statement from the company (and all add itional filing persons) acknowledging that:
• the company (or filing person) is respons ible for the adequacy and accuracy of
the disclosure in the filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filings;
and
• the company (or filing person) may not a ssert staff comments as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Eric S. Kracov, Esq.
New York Community Bancorp, Inc.  August 6, 2009 Page 4
In addition, please be advise d that the Divisi on of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.
Please direct any questions to me at (202) 551-3411.  You may also contact me
via facsimile at (202) 772-9203.            S i n c e r e l y ,            Peggy Kim        S p e c i a l  C o u n s e l         Office of Mergers & Acquisitions

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 May 26, 2009

 By U.S. Mail and Facsimile to: (516) 683-8385

Thomas R. Cangemi Senior Executive Vice President and
Chief Financial 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, 2008  File No. 001-31565

Dear Mr. Cangemi:

We have completed our review of your Form 10-K and related filings and have no further
comments at this time.

Sincerely,

Christian Windsor Special Counsel

CORRESP
1
filename1.htm

Correspondence

 615 MERRICK AVENUE, WESTBURY, NY 11590

 516-683-4157 — Fax # 516-683-8344 — www.myNYCB.com

 John J. Pinto

 Executive Vice President &

 Chief Accounting Officer

 May 21, 2009

 VIA EDGAR

 Christian Windsor

 Special Counsel

 Division of Corporation Finance

 Securities and Exchange Commission

 Mail Stop 4561

 100 F Street, N.E.

 Washington, DC 20549

Re:

New York Community Bancorp, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2008

File No. 001-31565

 Dear Mr. Windsor:

 On behalf of New York Community Bancorp, Inc. (“NYB” the “Company” or “our”), I am writing in response to the Staff’s letter, dated May 7, 2009, with respect to NYB’s
Annual Report on Form 10-K for the year ended December 31, 2008 (the “10-K Report”) and Definitive Proxy Statement on Schedule 14A filed April 30, 2009 (the “Proxy”).

 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.

 United States Securities and Exchange Commission

 May 21, 2009

 Page 2

 Comment 1:

 Form 10-K, for the Fiscal Year Ended December 31, 2008

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

 Asset Quality Analysis, page 56

 We note that non-performing loans to total loans increased from 0.11% as of December 31, 2007 to 0.51% as of December 31, 2008. We further note that the
allowance for loan losses to total loans decreased from 0.46% to 0.43% as of such dates and that a significant portion of the 9% increase in loans was due to increased originations in commercial real estate loans which now comprise almost 20% of
loans outstanding. Please tell us and revise your disclosure in future filings to comprehensively bridge the gap between the observed significant changes in your loan mix and non-performing loans and the resulting changes in your allowance for loan
losses.

 Our allowance for loan losses is established based on our evaluation of the probable inherent losses in our portfolio in
accordance with Statement of Financial Accounting Standards No. 114, “Accounting by Creditors for Impairment of a Loan – an amendment of FASB Statements No. 5 and 15” (“SFAS No. 114”) and Statement of
Financial Accounting Standards No. 5, “Accounting for Contingencies” (“SFAS No. 5”). The allowance for loan losses is comprised of both specific valuation allowances and general valuation allowances. Specific valuation
allowances are established based on the SFAS No. 114 analyses. General valuation allowances are established by applying our loan provisioning methodology and reflect the inherent risk in loans not considered for impairment under SFAS
No. 114. Our loan provisioning methodology takes into account our historical loss experience, delinquency levels and trends, loan type, among other factors which are part of our judgment in developing quantified risk factors which result in
allocations to the allowance for loan losses for each type within our portfolio. As noted in our Annual Report on Form 10-K for the year ended December 31, 2008 (p.42), in establishing loan loss allowances management considers New York
Community Bank’s and New York Commercial Bank’s (collectively, the “Banks”) current business strategies and credit processes, including compliance with conservative guidelines established by the respective Boards of Directors
with regard to credit limitations, loan approvals, underwriting criteria, and loan workout procedures.

 Historically, our loan loss
experience has been comparatively low due to the nature of the vast majority of loans we originate – multi-family, non-luxury residential apartment building loans in the New York metropolitan region having below market rents – and our
conservative underwriting practices requiring, among other things, low loan-to-value ratios. With this model, we believe even significant growth in non-performing loans will not necessarily result in loan losses and, accordingly, will not require
significant increases in our loan loss allowance. This is reflected in the relatively low net charge-offs of $6.2 million during the year ended December 31, 2008 (representing 0.03% of average loans) and $5.1 million (0.02% of average loans)
for the first quarter of 2009, notwithstanding that non-performing loans rose during the same periods.

 The Company has experienced a long
history of low loan charge-off levels despite its significant growth. We attribute this favorable record largely to the conservative underwriting

 United States Securities and Exchange Commission

 May 21, 2009

 Page 3

standards established by the Banks and to a disciplined approach to focusing our lending in local, non-luxury markets that we know well. The Company is
primarily a multi-family mortgage lender, with a significant portion of its loan portfolio secured by buildings in New York City with a preponderance of apartments that are rent-controlled and/or rent-stabilized. At December 31, 2008,
approximately 74% of the multi-family loan portfolio was secured by properties in New York City, with Manhattan accounting for approximately 42% of the New York City portfolio. The Company also originates Commercial Real Estate (“CRE”)
loans, primarily in New York City, New Jersey, and Long Island. Acquisition, development, and construction (“ADC”) loans and commercial & industrial loans generally have not been emphasized.

 Multi-family loans represented $15.9 billion, or 71.1%, of total loans outstanding at March 31, 2009. CRE loans represented $4.6 billion, or 20.7%,
of total loans at such date. At March 31, 2009, 97.7% of our CRE loans were secured by properties in the New York Metropolitan region.

 In New York City, the amount of rent that tenants may be charged on the apartments in certain buildings is restricted under certain rent-control or rent-stabilization laws resulting in average rents charged to its tenants that are below
market rate levels. Buildings with a preponderance of such rent-regulated apartments are, therefore, less likely to experience vacancies in times of economic adversity.

 The repayment of loans secured by commercial real estate is often dependent on the successful operation and management of the underlying properties. To minimize our credit risk, we originate CRE loans in
adherence with conservative underwriting standards, and require that such loans qualify on the basis of the property’s current income stream and debt service coverage ratio. The approval of a loan also depends on the borrower’s credit
history, profitability, and expertise in property management, and generally requires a debt service coverage ratio of 130% and a maximum LTV ratio of 65%. In addition, the origination of CRE loans typically requires a security interest in the
personal property of the borrower and/or an assignment of the rents and/or leases.

 As noted in the first paragraph to this response, the
Company’s loan loss allowance is determined and validated by analyses performed in accordance with SFAS No. 114 and SFAS No. 5. Accordingly, despite the increases in nonperforming loans during 2008, our SFAS No. 114 analyses
indicated only limited impairment. This was primarily due to the strength of the underlying collateral for our loans and the conservative collateral structure upon which our loans are based. Low loan-to-value (“LTV”) ratios ensure a
greater likelihood of full recovery and reduce the possibility of incurring a severe loss. At March 31, 2009, the Company’s CRE portfolio had an average LTV ratio of approximately 55%, lower than the 61% average LTV for our multi-family
loans. In many cases, low LTV ratios result in fewer loans with “walk-away potential”; although borrowers may default on loan payments, they have a greater incentive to protect their equity in the collateral property and return the loan to
performing status.

 United States Securities and Exchange Commission

 May 21, 2009

 Page 4

 Thus, our CRE lending practices provides the basis for a well-collateralized loan portfolio. To this
end, growth in CRE originations would not necessarily result in a corresponding rate of growth in our loan loss allowance. For the year ended December 31, 2008, CRE loans as a percentage of total loans increased by only 171 basis points to
20.5%. Also for 2008, our CRE charge-off totaled $16 thousand (none were recorded during the first quarter of 2009). We believe this favorable loan loss experience reflects the Company’s long history in originating CRE loans which are
underwritten similarly to our multi-family loans, as described above. Importantly, our allowance for loan losses at March 31, 2009 represents 19 times the loan losses experienced during the quarter – a much stronger coverage compared to
the industry average of five times loan losses during the same quarter. Therefore, our loan loss allowance was approximately four times stronger to cover loan losses than the industry on average.

 During 2008, the Company continued to de-emphasize ADC, one-to-four family and other loans, in order to mitigate credit risk in the loan portfolio.
During the same time period the Company reduced its ADC, one-to-four family, and other loan portfolios as a percentage of our total loan portfolio to 3.5%; 1.2% and 3.9% from 5.6%; 1.9% and 4.7%, respectively, at December 31, 2007. Hence ADC,
one-to-four family and other loans became a smaller portion of our total portfolio during 2008 while the loan loss allowance level for such loans increased during the same period, reflecting our ongoing assessment of the risk inherent in these loan
types.

 As discussed above, there is no direct correlation between percentage changes in various asset quality ratios and the percentage
changes in the allowance for loan losses and the related provision for loan losses recognized in any given period. The decline in asset quality ratios is not indicative of a deficiency in our allowance for loan losses. The determination of the
allowance for loan losses is in accordance with our loan provisioning methodology and takes into account the various factors and considerations outlined in our disclosures.

 In our future filings, we will expand our discussion to explain the reasons why our asset quality ratios may not directly correlate to changes in our
allowance for loan losses.

 Comment 2:

 In
order to give readers a better insight into changes in asset quality and the resulting changes in the allowance for loan losses, please revise future filings to present your non-performing loans and charge-offs by various sub-categories of Mortgage
Loans, similar to your presentation of Mortgage Loans in the Loan Portfolio Analysis table on page 51 and Summary of the Allowance for Loan Losses table on page 56. Please also provide us this information for the quarter ended March 31, 2009.

 In response to the Staff’s Comment #2, please see the attached non-performing loan and charge-off disclosure for the quarter
ended March 31, 2009. Please note that these disclosures were incorporated into our March 31, 2009 Form 10-Q, filed May 11, 2009, and will also be included in future filings.

 United States Securities and Exchange Commission

 May 21, 2009

 Page 5

 Comment 3:

 Please tell us and revise future filings to disclose your policy for charging off uncollectible loans in accordance with paragraph 13 of SOP 01-6.

 In response to the Staff’s Comment #3, please be advised that the Company currently adheres to the following loan charge-off policy: New York Community Bank and New York Commercial Bank charge off loans, or
portions of loans, in the period that these loans, or portions thereof, are deemed uncollectible. The collectability of individual loans is determined through an estimate of the fair value, less the cost to sell, of the underlying collateral and/or
an assessment of the financial condition of the borrower.

 Please note that this policy was incorporated into our disclosures in our
March 31, 2009 Form 10-Q, filed May 11, 2009, and will also be included in future filings.

 Comment 4:

 Item 11. Executive Compensation

 Definitive Proxy
Statement on Schedule 14A

 Compensation Discussion and Analysis, page 11

 It appears that you benchmarked compensation against a subset of your peer group that did not participate in the Troubled Asset Relief Program. Please identify the component companies that make up the subset and
confirm that you will revise future filings accordingly. Refer to Item 402(b)(2)(xiv) of Regulation S-K and Regulation S-K Compliance and Disclosure Interpretation 118.05.

 The following represents the component companies that made up the subset of the Company’s peer group:

 Astoria Financial Corp.

 BOK Financial Corp.

 Commerce Bancshares, Inc.

 First Citizens BancShares, Inc.

 Hudson City Bancorp, Inc.

 M&T Bank Corp.

 People’s United Financial, Inc.

 United States Securities and Exchange Commission

 May 21, 2009

 Page 6

 Future filings will reflect this information.

 Comment 5:

 Item 15. Exhibits and Financial
Statement Schedules, page 143

 In future filings, indicate each of the exhibits that is a management contract or compensatory plan or
arrangement. See Item 15(a)(3) of Form 10K.

 Future filings will indicate each of the exhibits that is a management contract or
compensatory plan or arrangement.

 Comment 6:

 Exhibit 31.1 and 31.2

 We note that your certifications included as Exhibits 31.1 and 31.2 to the Form 10-K contain modifications
of the exact form of certification as set forth in Item 601(b)(31) of Regulation S-K. In particular, the word “annual” has been added to paragraphs 2 and 3. In future filings, please ensure that the certifications are in the exact
form as set forth in Item 601(b)(31) of Regulation S-K, except as otherwise indicated in Commission statements or staff interpretations.

 The Company will ensure that the certifications are in the exact form as set forth in Item 601(b)(31) of Regulation S-K. Please note that this has been incorporated into our certifications in our March 31, 2009 Form 10-Q, filed
May 11, 2009.

 We appreciate the efforts of the Staff in this review process. Enhancement of the overall disclosures in our filings is
an objective that we share with the Staff and one that we

 United States Securities and Exchange Commission

 May 21, 2009

 Page 7

continuously consider in our filings. We acknowledge that we are responsible for the adequacy and accuracy of the disclosure in the 10-K Report and Proxy. We
also acknowledge that 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 that the Company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions or
comments with respect to the responses we have provided regarding your comments on our 10-K Report and Proxy, please do not hesitate to contact me at (516) 683-4157 or Thomas R. Cangemi, Senior Executive Vice President and Chief Financial
Officer, at (516) 683-4014.

Sincerely,

 /s/ John J. Pinto

John J. Pinto

cc:

Joseph R. Ficalora

Thomas R. Cangemi

R. Patrick Quinn, Esq.

Michael Seaman

 Revised Disclosure for Charge-offs and Non-accrual Loans

(dollars in thousands)

At or For the
Three Months Ended
March 31, 2009

At or For the
Year
Ended
December 31, 2008

 Allowance for Loan Losses:

 Balance at beginning of period

$
94,368

$
92,794

 Provision for loan losses

6,000

7,700

 Charge-offs:

 Multi-family

(262
)

(175
)

 Commercial real estate

—

(16
)

 Acquisition, development, and construction

(3,199
)

(2,517
)

 1-4 family

(203
)

—

 Other loans

(1,408
)

(3,460
)

 Total charge-offs

(5,072
)

(6,168
)

 Recoveries

6

42

 Balance at end of period

$
95,302

$
94,368

 Non-performing

DIVISION OF
CORPORATION FINANCE   UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 May 7, 2009

 By U.S. Mail and Facsimile to: (516) 683-8385

Thomas R. Cangemi Senior Executive Vice President and
Chief Financial 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, 2008  File No. 001-31565

Dear Mr. Cangemi:

We have reviewed the above referenced filing and related materials and have the
following comments.  Where indicated, we thin k your documents should be revised.  If you
disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In your
response, please indicate your intent to include  the requested revision in future filings and
provide a draft of your proposed disclosure.  In  some of our comments, we may ask you to
provide us with information so we may better unde rstand your disclosure.  After reviewing this
information, we may have additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements 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 fr ee to call us at the
telephone numbers listed at the end of th is letter.

Thomas R. Cangemi
New York Community Bancorp, Inc.
May 7, 2009 Page 2  Form 10-K for the Fiscal Year Ended December 31, 2008

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

Asset Quality Analysis, page 56

1. We note that non-performing loans to total loans increased from 0.11% as of December
31, 2007 to 0.51% as of December 31, 2008.  We fu rther note that the allowance for loan
losses to total loans decreas ed from 0.46% to 0.43% as of such dates and that a
significant portion of the 9% increase in loans was due to increased originations in commercial real estate loans which now comprise almost 20% of loans outstanding.  Please tell us and revise your disclosure in future filings to comprehensively bridge the
gap between the observed significant changes in your loan mix and non-performing loans
and the resulting changes in your allowance for loan losses.
 2. In order to give readers a better insight into  changes in asset quality and the resulting
changes in the allowance for loan losses, plea se revise future fili ngs to present your non-
performing loans and charge-offs by various su b-categories of Mortgage Loans, similar
to your presentation of Mortgage Loans in th e Loan Portfolio Analysis table on page 51
and Summary of the Allowance for Loan Losses table on page 56. Plea se also provide us
this information for the quarter ended March 31, 2009.
 3. Please tell us and revise future filings to disclose your policy for charging off
uncollectible loans in accordan ce with paragraph 13 of SOP 01-6.
 Item 11.  Executive Compensation

Definitive Proxy Statement on Schedule 14A

Compensation Discussion and Analysis, page 11
 4. It appears that you benchmarke d compensation against a subs et of your peer group that
did not participate in the Troubled Asset Relief Program.  Please identify the component companies that make up the subset and conf irm that you will revise future filings
accordingly.  Refer to Item 402(b)(2)(xi v) of Regulation S-K and Regulation S-K
Compliance and Disclosure Interpretation 118.05.
 Item 15.  Exhibits and Financia l Statement Schedules, page 143

 5. In future filings, indicate each of the exhi bits that is a management contract or
compensatory plan or arrangement.  See Item 15(a)(3) of Form 10-K.

Thomas R. Cangemi
New York Community Bancorp, Inc.
May 7, 2009 Page 3   Exhibits 31.1 and 31.2

 6. We note that your certifications included as Exhibits 31.1 and 31.2 to the Form 10-K
contain modifications of the exact form of cer tification as set forth in Item 601(b)(31) of
Regulation S-K.  In particular, the word “annua l” has been added to paragraphs 2 and 3.
In future filings, please ensure that the certifications are in the exact form as set forth in
Item 601(b)(31) of Regulation S-K, excep t as otherwise indicated in Commission
statements or staff interpretations.

Closing Comments

Please respond to this comment within ten bus iness days or tell us when you will provide
us with a response.  Your re sponse letter should key your respons es to our comments, indicate
your intent to include the request ed revision in future filings, provide a draft of your proposed
disclosure and provide any requested information.  We may ha ve additional comments after
reviewing your response.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.
In connection with responding to our comment s, please provide, in writing, a 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 defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

Thomas R. Cangemi
New York Community Bancorp, Inc. May 7, 2009 Page 4
You may contact Babette Cooper, Staff A ccountant, at (202) 551-3396, or Amit Pande,
Accounting Branch Chief, at (202) 551-3423 if you have questions regarding any matters relating to the financial statements and related matters.  Please contact Michael Seaman at (202)
551-3366 or me at (202) 551-3419 with any other questions.
Sincerely,

Christian Windsor Special Counsel

October 27, 2008

Mail Stop 4561  Mr. Joseph R. Ficalora Chairman, President, and Chief Executive Officer New York Community Bancorp, Inc.  615 Merrick Avenue Westbury, New York 11590
Re: New York Community Bancorp, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2007
 Filed February 29, 2008  File Number: 001-31565
  Dear Mr. Ficalora:   We have completed our review of your Form 10-K and related filings and have no
further comments at this time.
        S i n c e r e l y ,

John P. Nolan Senior Assistant Chief Accountant

CORRESP
1
filename1.htm

Correspondence Letter

 615 MERRICK AVENUE, WESTBURY, NY 11590

 516-683-4157 — Fax # 516-683-8344 — www.myNYCB.com

 John J. Pinto

 Executive Vice President &

 Chief
Accounting Officer

 August 11, 2008

 VIA EDGAR

 John Spitz, Esq.

 SEC Staff Attorney

 Division of Corporation Finance

 Securities and Exchange Commission

 Mail Stop 4561

 100 F Street, N.E.

 Washington, DC 20549

Re:

New York Community Bancorp, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2007

File No. 001-31565

 Dear Mr. Spitz:

 On behalf of New York Community Bancorp, Inc. (“NYB” or the “Company”), I am writing to provide the following supplemental information in response to your question posed to us on August 8,
2008 regarding a statement made in our letter dated August 4, 2008. That letter was provided in order to summarize our discussion on July 24, 2008 with you and Stephanie Hunsaker of the Commission’s Chief Accountant’s Office
concerning the Staff’s comments in its letters dated April 10 and May 20, 2008, containing comments on, among other matters, NYB’s Annual Report on Form 10-K for the year ended December 31, 2007.

 We noted in our August 4, 2008 letter that a gain or loss was not recognized upon the sale of the $823 million in loans acquired in the transaction
with PennFed Financial Services, Inc, as the fair values of such loans recognized by the Company for purchase accounting purposes were based on the actual sales prices for the subject loans.

 The difference between the valuation of the subject loans on a present value basis, as described in Statement of Financial Accounting Standards
No. 141, paragraph 37. b., and the fair value received in the Company’s subsequent sale of the loans (which sale was not contemplated when the loans were acquired in the April 2, 2007 merger transaction with PennFed Financial
Services, Inc.), was not material. Therefore, the impact of that difference on goodwill and any gain or loss on the sale was immaterial to the Company’s consolidated financial statements for the year ended December 31, 2007 and for each
2007 interim period, including the second quarter.

 John Spitz, Esq.

 Securities and Exchange Commission

 August 11, 2008

  Page
 2

 We acknowledge that 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 that the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United
States.

 If you have any questions or comments with respect to the responses we have provided regarding your comments, please do not
hesitate to contact me at (516) 683-4157.

Sincerely,

/s/ John J. Pinto

John J. Pinto

Executive Vice President and

Chief Accounting Officer

cc:

John P. Nolan, Accounting Branch Chief

Stephanie Hunsaker, SEC Division of Chief Accountant’s Office

Joseph R. Ficalora, Chairman, President and Chief Executive Officer

Thomas R. Cangemi, Senior Executive Vice President and Chief Financial Officer

R. Patrick Quinn, Esq.

CORRESP
1
filename1.htm

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

 August 4, 2008

 VIA EDGAR

 Mr. John P. Nolan

 Accounting Branch Chief

 Division of Corporation Finance

 Securities and Exchange Commission

 Mail Stop 4561

 100 F Street, N.E.

 Washington, DC 20549

Re:

New York Community Bancorp, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2007

File No. 001-31565

 Dear Mr. Nolan:

 Based on our discussion on July 24, 2008 with Stephanie Hunsaker and John Spitz of the Commission’s Chief Accountant’s Office, and on behalf of New York Community Bancorp, Inc. (“NYB” or the
“Company”), I am writing to provide the following supplemental information pertaining to certain of the Staff’s comments in its letters dated April 10 and May 20, 2008, containing comments on, among other things, NYB’s
Annual Report on Form 10-K for the year ended December 31, 2007. For convenience, the text of the staff comments are reproduced below.

 SEC
April 10, 2008 Comment Letter:

 Form 10-K, filed February 29, 2008

 Consolidated Statements of Cash Flows, page 84

1.
We note your response to comment three from our letter dated April 10, 2008. Specifically, you state that it was your intention to hold the $1.4B in loans acquired from
PennFed as held for investment. Please address the following:

•

 provide us with copies of your Asset and Liability Management Committee meetings from November 2006 through June 2007, which support your assertion that that you
intended to hold these loans and therefore classified them as held for investment;

 John P. Nolan

 Securities and Exchange Commission

 August 4, 2008

Page
 2

•

 tell us where you have reflected the remaining $1.4B of loans sold (net of the $823M) in your statement of cash flows; and

•

 tell us how classification of these loans as held for investment is consistent with the paragraph 8(a) of SOP 01-6. Specifically, tell us how considered the
period of time from your acquisition to the subsequent sale of these loans demonstrates your ability and intent to hold these loans for the “foreseeable future.”

 SEC May 20, 2008 Comment Letter:

 Form 10-K, filed
February 29, 2008

 Consolidated Statements of Cash Flows, page 84

1.
We note that you have presented proceeds from the sale of loans of $823M as an investing cash flow in your statement of cash flows for the period ended December 31, 2007. We
also note from your Form 10-Q for the period ended September 30, 2007 that you sold $1.4B consisting of one-to-four family and home equity loans acquired from PennFed Financial Services, Inc. (PennFed) in the quarter ended June 30, 2007.
Please tell us whether the $823M in proceeds received from the sale of loans are included within the $1.4B of loan sales. If so, please tell us how you determined the classification of these loans as held for investment rather than as loans held for
sale considering that the acquisition and the sale of loans both occurred in the quarter ended June 30, 2007. Please refer to paragraph 9 of SFAS 102.

 The following is a further clarification of our response dated June 4, 2008 and a summary of certain points covered during our discussion on
July 24, 2008:

 The $823 million in loans acquired in the transaction with PennFed Financial Services, Inc., were classified at
acquisition as held for investment based on the Company’s intent at that time. Separately, after establishing such intent, the Company elected to engage in a series of repositioning transactions, including the potential sale of these acquired
loans. That decision was made after the acquisition date and was based on the circumstances described below. Accordingly, the loans were not acquired specifically for resale, as the change in intent occurred after the April 2, 2007 acquisition
date.

 Upon closing the acquisition, the Company began its process of estimating the fair value of the PennFed loan portfolio based on
general market price information, in accordance with the purchase method of accounting. General market information considered during this process led the Company to estimate what it believed to be reasonable fair values for the subject loans. During
this same time period (shortly after closing the PennFed acquisition), unprecedented market conditions were beginning to emerge as a result of the general disruption in the mortgage market and an unanticipated “flight to quality.” Wall
Street conduit originators of AAA whole

 John P. Nolan

 Securities and Exchange Commission

 August 4, 2008

Page
 3

loan securitization product were aggressively seeking to acquire higher credit quality mortgage loans to offset the increasing credit risk within
securitizations they were creating. The Company began to consider whether these emerging market conditions might indicate a higher fair value for the PennFed loans compared to the previous “mark-to-market” analyses. We therefore undertook
to obtain whole loan bid indications for the acquired loans.

 The PennFed loan portfolio was substantially comprised of high quality
mortgage loans that had a number of very attractive credit characteristics, including, but not limited to, minimal delinquency experience, minimal historical loss rates, very low loan-to-value ratios, and superior FICO scores. In addition, the
portfolio was well seasoned. As a result of these attributes, the bids we received on the non-conforming jumbo prime one- to four-family mortgage loans acquired in the PennFed transaction reflected market yields that were dramatically
“tighter” to historical agency spread levels compared to yields the Company would have anticipated under more typical market conditions. The resulting bids reflected higher prices than those estimated on the date the loans were acquired
from PennFed. The bids received with respect to the acquired second lien mortgages also were higher than what the Company would have anticipated based on more typical market conditions.

 The Company decided, after closing the PennFed transaction on April 2, 2007, that the economic benefits inherent in the bids received were highly
compelling. Based on this subsequently determined market information, the portfolio sale was finalized later in the month. A gain or loss was not recognized upon the sale, as the fair values used for purchase accounting purposes were based on the
actual sales prices for the subject loans.

 We acknowledge that 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 that the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 If you have any questions or comments with respect to the responses we have provided regarding your comments, please do not
hesitate to contact me at (516) 683-4014.

Sincerely,

 /s/ Thomas R. Cangemi

Thomas R. Cangemi

Senior Executive Vice President and

Chief Financial Officer

cc:

John Spitz, Esq., SEC Staff Attorney

Stephanie Hunsaker, SEC Division of Chief Accountant’s Office

Joseph R. Ficalora

R. Patrick Quinn, Esq.

CORRESP
1
filename1.htm

Correspondence Letter

 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 4, 2008

 VIA EDGAR

 Mr. John P. Nolan

 Accounting Branch Chief

 Division of Corporation Finance

 Securities and Exchange Commission

 Mail Stop 4561

 100 F Street, N.E.

 Washington, DC 20549

Re:
New York Community Bancorp, Inc.

 Form
10-K for the Fiscal Year Ended December 31, 2007

 Filed February 29, 2008

 Form 10-Q for the Fiscal Quarter Ended March 31, 2008

 Filed May 12, 2008

 File Number 001-31565

 Dear Mr. Nolan:

 On behalf of New York Community Bancorp, Inc. (“NYB” or the “Company”), I am writing in response to the Staff’s letter, dated May 20, 2008, containing comments on NYB’s Annual Report
on Form 10-K for the year ended December 31, 2007 (the “10-K Report”) and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (the “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, filed February 29, 2008

 Consolidated Statement of Cash Flows, page 84

1.
We note your response to comment three from our letter dated April 10, 2008. Specifically, you state that it was your intention to hold $1.4 B in loans acquired from PennFed
as held for investment. Please address the following:

•

 provide us with copies of your Asset and Liability Management Committee meetings from November 2006 through June 2007, which support your assertion that you
intended to hold these loans and therefore classified them as held for investment;

 John P. Nolan

 Securities
and Exchange Commission

 June 4, 2008

  Page
 2

•

 tell us where you have reflected the remaining $1.4 B of loans sold (net of the $823M) in your statement of cash flows; and

•

 tell us how classification of these loans as held for investment is consistent with paragraph 8(a) of SOP 01-6. Specifically, tell us how considered the period
of time from your acquisition to the subsequent sale of these loans demonstrates your ability and intent to hold these loans for the “foreseeable future.”

 In response to the Staff’s Comment #1, please be advised of the following:

•

 Please refer to stamped pages 0001 through 0006 furnished with our letter to the Staff dated June 4, 2008 (the “Supplemental Response Letter”) which
supplementally provides the requested information and requests confidential treatment of such information.

•

 The remaining loans of $594 million (which represent the $1.4 billion total, net of the $823 million) were securitized and therefore disclosed in the supplemental
information section of the Consolidated Statement of Cash Flows as a non-cash investing activity, in accordance with SFAS No. 95, under the caption “Mortgage loans securitized and transferred to mortgage-related securities available for
sale.”

•

 These loans were classified at acquisition as held for investment based on our intent at that time. As noted in our response letter dated May 2, 2008, the
loans were subsequently sold as part of a strategic repositioning of the combined company’s balance sheet following the PennFed acquisition. The decision to engage in a series of repositioning transactions, including the sale of certain
acquired loans, was a separate decision made after establishing our intent, on the acquisition date, to hold the acquired loans for investment. Accordingly, the loans (which were acquired in the business combination without an operating cash
disbursement) were not acquired specifically for resale, as the change in intent occurred in connection with a larger balance sheet repositioning that we decided to engage in after the acquisition date.

 Based on further review and consideration, including a review of the December 10, 2007 “Speech by SEC Staff: Remarks before the 2007 AICPA
National Conference on Current SEC and PCAOB Developments” by Ashley W. Carpenter, the Company notes that the minutes of the Asset and Liability Management Committee meetings do not document a positive assertion regarding the Company’s
ability and intent to hold or sell these loans using a definition of “foreseeable future,” as it relates to paragraph 8(a) of SOP 01-6. With respect to future acquisitions of loans in business combinations, NYB will document a positive
assertion regarding its ability and intent to hold or sell loans and will classify them accordingly, consistent with SOP 01-6 and the Company’s existing practice of classifying loan originations as held-for-investment vs. held-for-sale.

 John P. Nolan

 Securities
and Exchange Commission

 June 4, 2008

  Page
 3

 Form 10-Q, filed
May 12, 2008

 Note 3. Securities, page 7

2.
We note your tabular presentation of the amortized cost and estimated market values of your available-for-sale securities as of March 31, 2008. We also note the disclosure
of your expectation to recover the unrealized losses on these securities within a reasonable period of time through a typical interest rate cycle. As it relates to your corporate bonds (unrealized loss of $20.1M), capital trust notes (unrealized
loss of $12M) and preferred stock holdings (unrealized loss of $10.1M) as of March 31, 2008, please tell us the following for each of security:

•

 the specific issuer and name of each security held;

•

 the initial and current credit rating, as applicable;

•

 the severity and duration of each unrealized loss; and

•

 how you considered the financial condition and near term prospects for each issuer, including any specific events which may have existed or occurred
previously which influenced your decision not to record an other-than-temporary impairment.

 If not otherwise
provided in your response, please explain the reasons for the significant increase in the unrealized loss position of these securities as of March 31, 2008 as compared to December 31, 2007.

 In response to the Staff’s Comment #2, please be advised of the following:

•

 Please refer to stamped pages 0007 and 0008 furnished with the Supplemental Response Letter.

•

 The significant increase in the unrealized loss position of these securities as of March 31, 2008 as compared to December 31, 2007 was attributable
primarily to significant negative market-related events that primarily occurred during the last two weeks of the first quarter of 2008. During this two-week period, a combination of multiple negative factors prompted the Federal Reserve Board, as
well as other government officials, to issue multiple public statements and take aggressive actions which indicated that they were closely monitoring market developments and would continue to provide liquidity, as necessary, to promote the orderly
functioning of the financial system. Market conditions during this aforementioned time frame caused a substantial spike in the market for short term credit-default swaps relating to numerous investment grade companies. This was followed by
speculation as to the viability of various bond insurers; forced asset sales by highly leveraged companies as a result of margin calls; and the forced sale of Bear Stearns Companies Inc. to JP Morgan Chase in a government-assisted transaction which
provided financing for the rescue. Moreover, on

 John P. Nolan

 Securities
and Exchange Commission

 June 4, 2008

  Page
 4

March 18, 2008, the Federal Open Market Committee (“FOMC”) decided to lower its target for the federal funds rate by 75 basis points to 2
 1/4 percent and changed its bias to downside risk. The FOMC noted, “Recent information indicates that the outlook for
economic activity has weakened further.” The FOMC further commented that, “Financial markets remain under considerable stress, and the tightening of credit conditions and the deepening of the housing contraction are likely to weigh on
economic growth.” As a result of these market disruptions and severe dislocations in the credit markets, forced liquidations of assets (primarily corporate debt, trust preferred securities and preferred stocks) by many market participants that
were under duress to sell in an illiquid and unorderly market continued (thereby driving down market prices late in the first quarter). Therefore, the decline in market prices of our securities in these portfolio categories during the first quarter
of 2008 was not the result of individual impairments of securities, but rather was a reflection of the above-described changes in overall market conditions.

 If you have any questions or comments with respect to the responses we have provided regarding your comments on the 10-K Report and the 10-Q Report,
please do not hesitate to contact me at (516) 683-4014.

Sincerely,

 /s/ Thomas R. Cangemi

Thomas R. Cangemi

Senior Executive Vice President and

Chief Financial Officer

 Encls.

cc:
John Spitz, Esq., SEC Staff Accountant

 Joseph R. Ficalora

 R. Patrick Quinn, Esq.

May 20, 2008

Mail Stop 4561  Mr. Joseph R. Ficalora Chairman, President, and Chief Executive Officer New York Community Bancorp, Inc.  615 Merrick Avenue Westbury, New York 11590
Re: New York Community Bancorp, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2007
 Filed February 29, 2008
Form 10-Q for Fiscal Quarter Ended March 31, 2008
 File Number: 001-31565
  Dear Mr. Ficalora:
 We have reviewed your response to our comment letter dated April 10, 2008 and
have the following comments.

 Form 10-K, filed February 29, 2008

Consolidated Statement of Cash Flows, page 84

1. We note your response to comment three from our letter dated April 10, 2008.
Specifically, you state that it was your intention to hold the $1.4B in loans acquired from PennFed as held for inve stment.  Please address the following:

• provide us with copies of your Asse t and Liability Management Committee
meetings from November 2006 through June 2007, which support your assertion that that you intended to hold these loans and therefore classified
them as held for investment;
• tell us where you have reflected the remaining $1.4B of loans sold (net of the
$823M) in your statement of cash flows; and
• tell us how classification of  these loans as held for investment is consistent
with the paragraph 8(a) of SOP 01-6.  Sp ecifically, tell us how considered the

Mr. Joseph R. Ficalora
New York Community Bancorp, Inc.  May 20, 2008 Page 2
period of time from your acquisition to  the subsequent sa le of these loans
demonstrates your ability and intent to hold these loans for the “foreseeable future.”

Form 10-Q, filed May 12, 2008

Note 3. Securities, page 7

2. We note your tabular presentation of the amortized cost and estimated market
values of your available-for-sale securiti es as of March 31, 2008.  We also note
the disclosure of your expectation to  recover the unrealized losses on these
securities within a reasonab le period of time through a typi cal interest rate cycle.
As it relates to your corporate bonds ( unrealized loss of $20.1M), capital trust
notes (unrealized loss of $12M), and pref erred stock holdings (unrealized loss of
$10.1M) as of March 31, 2008, please tell us the following for each of security:

• the specific issuer and name of each security held;
• the initial and current cr edit rating, as applicable;
• the severity and duration of  each unrealized loss; and
• how you considered the financial conditi on and near term prospects of each
issuer, including any specific events which may have existed or occurred
previously which influenced your deci sion not to record an other-than-
temporary impairment.
 If not otherwise provided in your respons e, please explain the reasons for the
significant increase in the unrealized loss pos ition of these securities as of March
31, 2008 as compared to December 31, 2007.

 As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
response to our comments and provides a ny requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewin g your response to our comments.

You may contact John Spitz, Staff Accountant at (202) 551-3484, or me at (202)
551-3492, if you have questions regarding these comments.
Sincerely,

 John P. Nolan Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence Letter

 615 MERRICK AVENUE, WESTBURY, NY 11590

 516-683-4157 • Fax # 516-683-8344 • www.myNYCB.com

 John J. Pinto

 Executive Vice President &

 Chief Accounting Officer

 May 2, 2008

 VIA EDGAR

 Mr. John P. Nolan

 Accounting Branch Chief

 Division of Corporation Finance

 Securities and Exchange
Commission

 Mail Stop 4561

 100 F Street, N.E.

 Washington, DC 20549

Re:
New York Community Bancorp, Inc.

 Form 10-K for the
Fiscal Year Ended December 31, 2007

 File No. 001-31565

 Dear Mr. Nolan:

 On behalf of New York Community Bancorp, Inc. (“NYB” or the
“Company”), I am writing in response to the Staff’s letter, dated April 10, 2008, containing comments on NYB’s Annual Report on Form 10-K for the year ended December 31, 2007 (the “10-K 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, filed February 29, 2008

 Consolidated Statements of Income and Comprehensive Income, page 82

1.
We note that during the year ended December 31, 2007 you recognized a gain of $64.9M on the sale of bank-owned properties. We also note the disclosures provided in your Form
10-Q for the period ended September 30, 2007, which states that the property sold consisted of a building, which was obtained in the acquisition of the Atlantic Bank of New York and previously served as the headquarters for the Atlantic Bank
division of the Commercial Bank. Further disclosure in your Form 10-Q for the period ended September 30, 2007 states that the fair value of this building was $34.7M on the date of the acquisition and was determined by an independent appraisal.
Please address the following:

•

 Tell us the entity who performed this appraisal, their qualifications, and the date the appraisal was performed and provide a copy of the appraisal;

 John P. Nolan

 Securities and Exchange Commission

 May 2, 2008

  Page

 2

•

 Tell us the relationship of the entity performing the appraisal with respect to you and to Atlantic Bank of New York. Please refer to paragraph 24(f) of SFAS 57;

•

 Tell us your policy for reviewing valuations received from independent appraisals performed, whether any adjustments were made to the fair value of this building
and if so, the reasons for such adjustments; and

•

 Tell us how you considered the relatively short period of time (14 months) you held this building as compared to the gain recognized (187% of the acquired
fair value) in determining that the initial fair value recorded on the date of the acquisition was appropriate.

 In
response to the Staff’s Comment #1, please be advised of the following:

•

 The appraisal of the former Atlantic Bank headquarters was performed by Cushman & Wakefield, Inc. Cushman & Wakefield is a premier global
commercial real estate services firm whose valuation group is the largest fully-integrated real estate valuation organization in the world. Cushman & Wakefield provides appraisal services, highest and best use analyses, dispute analyses and
litigation support, and specialized expertise in various industry sectors. The appraisal was performed as of April 13, 2006, within days of the completion of NYB’s acquisition of Atlantic Bank of New York. A copy of the appraisal report
has been provided to the staff supplementally.

•

 Cushman & Wakefield is not a related party of either NYB or the former Atlantic Bank of New York, as that term is defined in paragraph 24(f) of SFAS 57.

•

 NYB’s policy with respect to independent appraisals is to review these appraisals to ensure that the background information is accurate, the key assumptions
and underlying data are reasonable, and the overall conclusions reached are appropriate in light of then-existing market conditions. In determining the appropriate valuation to utilize for purposes of recording the Atlantic Bank headquarters
building at fair value as of the acquisition date and for disclosure in NYB’s Form 10-Q for the period ended September 30, 2007, NYB made no adjustment to the value determined by the independent appraisal prepared by Cushman &
Wakefield.

•

 As stated above, in order to ensure that the former Atlantic Bank headquarters was properly recorded at fair value in our financial statements as of the acquisition
date, we obtained an independent appraisal from a premier real estate services firm. In addition, this independent appraisal was then reviewed by NYB for accuracy and reasonableness, in accordance with its policy as described in the preceding
paragraph, prior to accepting the valuation and utilizing it for financial reporting purposes.

 John P. Nolan

 Securities and Exchange Commission

 May 2, 2008

  Page

 3

 Subsequent to NYB’s acquisition of Atlantic Bank of New York, commercial real
estate values continued to rise precipitously nationwide and particularly in the New York City/Manhattan market. The unprecedented level of financing available to fund commercial real estate transactions, the historically low long-term interest
rates, and the influx of foreign real estate investors driven by the decline of the United States dollar versus other world currencies, all combined to substantially increase the market values of Manhattan commercial office buildings in the period
following the acquisition.

 Through its New York Community Bank and New York Commercial Bank subsidiaries, NYB is a leading
commercial real estate portfolio lender in the New York City market. As a further indication of the increasing valuations in the commercial real estate market during the relevant period, NYB continued to experience, throughout the second half of
2006 and into 2007, a substantial rise in property sales by many of its borrowers who are long-term investors in commercial real estate. These property owners were actively selling to take advantage of rising commercial real estate values.

 In 2006 and 2007, robust demand encouraged real estate speculators to search for available New York City real estate
properties. NYB determined that it would dispose of the former Atlantic Bank headquarters building and engaged CB Richard Ellis, a global leader in real estate services, to conduct an auction process. NYB received multiple bids through this process
and, after an evaluation of the bids, decided to sell the building to a Milan, Italy-based real estate company for $105.0 million, or $1,050 per square foot. The purchaser is not a related party of NYB or the former Atlantic Bank of New York, and
the sale was an arm’s length transaction in all respects. Throughout the bidding process, NYB noted that bids made by European investors were higher than those of other investors, due primarily to the substantial currency advantage (i.e., the
strength of the Euro versus the US dollar).

 In summary, commercial real estate market values increased substantially during
the second half of 2006 and the first half of 2007. This market trend, coupled with strong foreign currencies (principally the Euro) and other factors, led to a rise in the final sales price of the subject property over the 14-month period following
NYB’s acquisition of Atlantic Bank of New York.

2.
 As a related matter, we note your references to the use of independent valuation firm to value core deposit intangibles acquired (Note 3), to an independent
appraisal used to value the building acquired in the Atlantic Bank of New York, and also to a firm specializing in providing securities pricing services (Note 13) for determining the fair value of your mortgage-related and other securities. Please
note that when you refer to an independent valuation specialist you need to disclose the name of the expert and, if

 John P. Nolan

 Securities and Exchange Commission

 May 2, 2008

  Page

 4

your annual report is incorporated by reference into a Securities Act registration statement, include a consent for each individual expert. Please refer
to Rule 436(b) of Regulation C.

 In response to the Staff’s Comment #2, please note that in any future filings
where we refer to one or more independent valuation specialists as experts, as described in Rule 436(b) of Regulation C, we will disclose the name of each such expert and, if such filings are incorporated by reference into a Securities Act
registration statement, we will include the written consent of each expert.

 Consolidated Statements of Cash Flows, page 84

3.
We note that you have presented proceeds from the sale of loans of $823M as an investing cash flow in your statement of cash flows for the period ended December 31, 2007. We
also note from your Form 10-Q for the period ended September 30, 2007 that you sold $1.4B consisting of one-to-four family and home equity loans acquired from PennFed Financial Services, Inc. (PennFed) in the quarter ended June 30, 2007.
Please tell us whether the $823M in proceeds received from the sale of loans are included within the $1.4B of loan sales. If so, please tell us how you determined the classification of these loans as held for investment rather than as loans held for
sale considering that the acquisition and the sale of loans both occurred in the quarter ended June 30, 2007. Please refer to paragraph 9 of SFAS 102.

 In response to the Staff’s Comment #3, please note that the $823 million in proceeds received from the referenced sale of loans was included within
the $1.4 billion of loan sales. These loans were acquired in connection with NYB’s acquisition of PennFed. From the time the acquisition was announced in early November 2006 up to and including the acquisition date in April 2007, there was
no intention to resell any specifically identified loans. In accordance with SFAS 141, these loans and all other assets and liabilities acquired from PennFed were recorded by the Company at fair value as of the acquisition date. These loans were
classified as held for investment by PennFed prior to the acquisition, and it was NYB’s intention to hold them as such at the time of the acquisition.

 As part of the strategic repositioning of the combined company’s balance sheet following the PennFed acquisition, which included multiple repositioning transactions, the decision to sell the above-mentioned loans
was made by NYB’s Asset and Liability Management Committee after the acquisition date. Thus, the loans were not acquired specifically for resale, as the change in intent occurred after the acquisition date and, therefore, our interim and annual
statements of cash flows properly reported the sales proceeds as an investing activity in accordance with paragraph 9 of SFAS 102.

 John P. Nolan

 Securities and Exchange Commission

 May 2, 2008

  Page

 5

 Note 4: Securities, page 97

4.
We note your disclosure on page 102 that in the second quarter of 2007, you recorded a $57M loss on the other-than-temporary impairment of certain available-for-sale
mortgage-related securities. We also note per review of your Form 10-Q for the period ended September 30, 2007 that this other-than-temporary loss related to $1.1B of securities for which you state the impairment was recorded in accordance with
the FASB Staff Position 115-1/124-1. Please address the following:

•

 Clarify whether any of these sold securities were obtained from the acquisition of PennFed. Your disclosure only states that this impairment was recorded
in connection with the repositioning of the balance sheet that followed the acquisition of PennFed; and

•

 If any of these securities were obtained from the PennFed acquisition, tell us how you considered the potential for an other-than-temporary impairment in the
fair value determination of these securities as of the date of the acquisition since both of these events occurred within the same quarter.

 In response to the Staff’s Comment #4, please be advised that the other-than-temporary loss of $57 million that was recorded in the second quarter of 2007 on $1.1 billion of securities, was not related to any
securities that were obtained in the acquisition of PennFed that occurred in April 2007.

 We acknowledge that we are responsible for the
adequacy and accuracy of the disclosure in the 10-K Report. We also acknowledge that 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 that
the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions or comments with respect to the responses we have provided regarding your comments on our 10-K Report, please do not hesitate to contact me at (516) 683-4157 or Thomas R. Cangemi, Chief
Financial Officer, at (516) 683-4014.

Sincerely,

 /s/ John J. Pinto

John J. Pinto

Executive Vice President and

Chief Accounting Officer

cc:

John Spitz, SEC Staff Accountant

 Joseph R. Ficalora

Thomas R. Cangemi

R. Patrick Quinn, Esq.

April 10, 2008

Mail Stop 4561  Mr. Joseph R. Ficalora Chairman, President, and Chief Executive Officer New York Community Bancorp, Inc.  615 Merrick Avenue Westbury, New York 11590
Re: New York Community Bancorp, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2007
 Filed February 29, 2008  File Number: 001-31565
  Dear Mr. Ficalora:
 We have reviewed your filing and have the following comments.  Please be as
detailed as necessary in your explanation.  In our comments, we may ask you to provide
us with supplemental information so we ma y better understand your disclosure.  After
reviewing this information, we may or  may not raise additional comments.
  Please understand that the purpose of our re view 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.

Form 10-K, filed February 29, 2008

Consolidated Statements of Income  and Comprehensive Income, page 82

1. We note that during the year ended December 31, 2007 you recognized a gain of
$64.9M on the sale of bank-owned propertie s.  We also note the disclosures
provided in your Form 10-Q for th e period ended September 30, 2007, which
states that the property sold consisted of a building, which was obtained in the
acquisition of the Atlantic Bank of New York and previously served as the
headquarters for the Atlantic Bank division of the Commercial Bank.  Further

Mr. Joseph R. Ficalora
New York Community Bancorp, Inc.
April 10, 2008 Page 2
disclosure in your Form 10-Q for the pe riod ended September 30, 2007 states that
the fair value of this building was $34.7M  on the date of the acquisition and was
determined by an independent apprai sal. Please address the following:

• Tell us the entity who performed this appraisal, their qualifications, and the
date the appraisal was performed and provide a copy of the appraisal;
• Tell us the relationship of the entity pe rforming the appraisal with respect to
you and to Atlantic Bank of New York.  Please refer to paragraph 24(f) of
SFAS 57;
• Tell us your policy for reviewing valu ations received from independent
appraisals performed, whether any adjustme nts were made to the fair value of
this building and if so, the reasons for such adjustments; and
• Tell us how you considered the relative ly short period of time (14 months)
you held this building as compared to the gain recognized (187% of the
acquired fair value) in determining that  the initial fair value recorded on the
date of the acquisition was appropriate.
 2. As a related matter, we note your referen ces to the use of independent valuation
firm to value core deposit intangibles acquired (Note 3), to an independent appraisal used to value th e building acquired in the A tlantic Bank of New York,
and also to a firm specializing in provid ing securities prici ng services (Note 13)
for determining the fair value of your mo rtgage-related and other securities.
Please note that when you refer to an independent valuation sp ecialist you need to
disclose the name of the expert and, if your annual report is incorporated by reference into a Securities Act registrati on statement, include a consent for each
individual expert.  Please refer to Rule 436(b) of Regulation C.

Consolidated Statement of Cash Flows, page 84

3. We note that you have presented proceeds from the sale of loans of $823M as an
investing cash flow in your statemen t of cash flows for the period ended
December 31, 2007.  We also note from  your Form 10-Q for the period ended
September 30, 2007 that you sold $1.4B cons isting of one-to-four family and
home equity loans acquired from PennFed Financial Services, Inc. (PennFed) in
the quarter ended June 30, 2007.  Please te ll us whether the $823M in proceeds
received from the sale of loans are include d within the $1.4B of loan sales.  If so,
please tell us how you determined the clas sification of these loans as held for
investment rather than as loans held for sale considering that  the acquisition and
the sale of loans both occurred in the quarter ended June 30, 2007.  Please refer to paragraph 9 of SFAS 102.

Mr. Joseph R. Ficalora
New York Community Bancorp, Inc.
April 10, 2008 Page 3

Note 4: Securities, page 97

 4. We note your disclosure on page 102 th at in the second quarter of 2007, you
recorded a $57M loss on the other-than-temporary impairment of certain
available-for-sale mortgage-related securitie s.  We also note per review of your
Form 10-Q for the period ended Sept ember 30, 2007 that this other-than-
temporary loss related to $1.1B of securi ties for which you state the impairment
was recorded in accordance with the FASB Staff Position 115-1/124-1.  Please address the following:

• Clarify whether any of these sold securities were obtained from the
acquisition of PennFed.  Your disclosure only states that this impairment was recorded in connection with the repo sitioning of the balance sheet that
followed the acquisition of PennFed; and
• If any of these securities were obtaine d from the PennFed acquisition, tell us
how you considered the potential for an  other-than-temporary impairment in
the fair value determination of these secu rities as of the date of the acquisition
since both of these events occu rred within the same quarter.

  As appropriate, please respond to these co mments within 10 business days or tell
us when you will provide us with a response.  Pl ease furnish a cover letter that keys your
response to our comments and provides a ny requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewin g your response to our comments.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing review ed by the staff to be certain that they have provided all
information investors require for an inform ed decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
   In connection with responding to our comments, please provide, in writing, a 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

Mr. Joseph R. Ficalora
New York Community Bancorp, Inc.  April 10, 2008 Page 4
  ‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
You may contact John Spitz, Staff Accountant at (202) 551-3484, or me at (202)
551-3492, if you have questions regarding these comments.
Sincerely,

John P. Nolan Accounting Branch Chief

Mail Stop 4561

July 12, 2007

Mr. Thomas R. Cangemi
Executive Vice President and Chief Financial 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, 2006
  File No. 001-31565

Dear Mr. Cangemi:

We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

Sincerely,

John P. Nolan
Accounting Branch Chief

CORRESP
1
filename1.htm

Correspondence Letter

 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

 July 9, 2007

 VIA EDGAR

 Mr. John P. Nolan

 Accounting Branch Chief

 Division of Corporation Finance

 Securities and Exchange Commission

 Mail Stop 4561

 100 F Street, N.E.

 Washington, DC 20549

Re:
New York Community Bancorp, Inc.

 Form 10-K for the
Fiscal Year Ended December 31, 2006

 Form 10-Q for the Fiscal Quarter Ended March 31, 2007

 File No. 001-31565

 Dear Mr. Nolan:

On behalf of New York Community Bancorp, Inc. (“NYB” or the “Company”) I am writing in response to the Staff’s letter, dated
June 22, 2007, containing comments on NYB’s Annual Report on Form 10-K for the year ended December 31, 2006 (the “10-K Report”) and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (the “10-Q
Report”).

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

 Deposits, page 58

1.
We note your disclosure that brokered deposits decreased $609.2 million from year-end 2005. We also note your disclosure on page 38 that during the second quarter you reduced
your balance of brokered deposits by $260.6 million and in the fourth quarter you reduced brokered deposits by $916.3 million. In future filings, please reconcile these disclosures. In addition, reconcile your disclosure regarding the fourth quarter
reduction of brokered deposits with your disclosure on page 73 that the higher average balance of NOW and money market accounts reflects your use of brokered deposits, particularly in the fourth quarter of the year. Please provide us with your
proposed future disclosure.

 John P. Nolan

 Securities and Exchange Commission

 July 9, 2007

Page
 2

 In response to the Staff’s comment, in future filings the Company will concentrate its disclosures on activities
for the most recent period, rather than periods earlier in the year. This will provide the reader with a more concise and meaningful discussion of the Company’s use of brokered deposits and thereby alleviate the need for disclosure of a formal
reconciliation; however, if the Company deems such disclosure necessary for further clarification, we will provide a reconciliation in tabular format. The Company does note the Staff’s comment and supplementally provides the following
reconciliation which includes the amounts shown in the 10-K Report.

 2006 Brokered Deposit Reconciliation:

(in thousands)

Balance

Change from
Prior Period

 December 31, 2005

$
1,552,954

 March 31, 2006

1,950,565

$
397,611

 June 30, 2006

1,689,986

(260,579
)

 September 30, 2006

1,860,130

170,144

 December 31, 2006

943,794

(916,336
)

 Total annual change

$
(609,160
)

 In addition, in response to the Staff’s comment regarding page 73 of the 10-K Report, please note that there
was a fourth quarter 2006 reduction in brokered deposits of $916.3 million; however, page 73 references changes in deposit levels from 2004 to 2005, as summarized below:

(in thousands)

2005

2004

Change

 Average balance of NOW and money markets

$
3,376,893

$
2,498,668

$
878,225

Dec. 31, 2005

Sept. 30, 2005

Change

 Brokered deposits:

 Certificates of deposit

$
104,656

$
217,551

$
(112,895
)

 Money market accounts

1,448,298

—

1,448,298

 Total brokered deposits

$
1,552,954

$
217,551

$
1,335,403

 Non-Interest Expense, page 70

2.
We note your disclosure that you recognized a $3.1 million charge in connection with the retirements of your chairman and a senior lending consultant. Please describe for us the
reasons for the charge and how the amount was determined.

 NYB recorded a $3.1 million charge in connection with the retirements of
Michael F. Manzulli, its former Chairman, and James J. O’Donovan, its senior lending consultant. On December 27, 2006, the NYB Board of Directors awarded, at the retirement date, a special three-year salary continuation agreement in
recognition of the services provided by the respective individuals to the Company. Therefore the amount for each individual was determined in accordance with the retirement-related provisions of the agreement by multiplying the individual’s
then-current annual salary by the number of years prescribed in the agreement. In addition, in accordance with the agreements, the respective amounts were reduced by certain Board of Director and Committee fees to be paid over the term of the
respective agreements. Such fees will be charged to expense as services are rendered.

 John P. Nolan

 Securities and Exchange Commission

 July 9, 2007

Page
 3

 Consolidated Financial Statements

 Note 6 – Allowance for Loan Losses, page 105

3.
We note your disclosure regarding loans outstanding and acquired during 2006 under the provisions of SOP 03-3. In future filings please present all of the disclosures required by
paragraph .16 of SOP 03-3. Please provide us with your proposed future disclosure using 2006 information as an example.

 In response to
the Staff’s comment, set forth below is the Company’s proposed future disclosure (using 2006 and 2005 information), which includes all disclosures under SOP 03-3. We wish to advise the Staff that the SOP 03-3 disclosures not included were,
in management’s opinion, immaterial; however, such disclosures will be included in future filings.

 In conjunction with the Company’s acquisition
of Atlantic Bank of New York on April 28, 2006 and the acquisition of Long Island Financial Corp. on December 30, 2005, the Company acquired certain loans for which there was, at acquisition, evidence of deterioration of credit quality
since origination and for which it was probable, at such acquisitions, that all contractually required payments would not be collected. Those loans have been segregated from the remaining acquired portfolios and are being accounted for under
Statement of Position 03-3, “Accounting for Certain Loans or Debt Securities Acquired in a Transfer” (“SOP 03-3”).

 The carrying
amounts of loans accounted for under SOP 03-3 are included in Loans, net in the Consolidated Statements of Condition. The contractual amounts outstanding and the carrying amounts at December 31, 2006 and 2005 are summarized as follows:

 (in thousands)

2006

2005

 Business loans

$
3,268

$
2,540

 Auto leases

2,177

8,174

 Commercial loans

189

—

 Total outstanding

$
5,634

$
10,714

 Total carrying amount

$
1,933

$
7,506

 The Company did not record any accretable yield relating to the above loans.

 John P. Nolan

 Securities and Exchange Commission

 July 9, 2007

Page
 4

 Loans acquired during each year for which it was probable at acquisition that all contractually required payments
would not be collected are as follows:

(in thousands)

2006

2005

 Contractually required payments receivable at acquisition:

 Business loans

$
709

$
2,540

 Auto leases

—

8,174

 Commercial loans

189

—

 Total

$
898

$
10,714

 Nonaccretable difference (expected losses and foregone interest) at acquisition

275

3,208

 Cash flows expected to be collected at acquisition

$
623

$
7,506

 Accretable yield (interest component of expected cash flows)

$
—

$
—

 Basis in acquired loans at acquisition

$
623

$
7,506

 There were no loans acquired that were not accounted for using the income recognition model of SOP 03-3. The
Company was able to reasonably estimate cash flows expected to be collected.

 Note 8 — Borrowed Funds, page 107

4.
We note your disclosure on page 111 that in the first quarter of 2006 you determined that the fair value hedges of capital securities did not qualify for the short-cut method of
accounting. Please provide us with your materiality analysis describing how you determined that restatement of previously issued financial statements to reflect the impact of no hedge accounting was not necessary.

 In accordance with Staff Accounting Bulletin No. 99, we prepared various analyses to determine and evaluate the quantitative impact that the trust preferred
securities (“TPS”) hedge accounting had on the Company’s consolidated financial statements, as well as to evaluate various qualitative factors.

 From a quantitative perspective, as of December 31, 2005, the fair value of our interest rate swap agreements totaled a negative $2.6 million, which was recognized as a liability with an equal reduction in the carrying amount of the
Junior Subordinated Debentures. The effect on net income of a reversal of the effects of the TPS hedge accounting did not exceed 0.5% for any annual period or 4.2% for any quarterly period. In addition, a reversal of the effects of TPS hedge
accounting since inception would have changed reported net income per diluted share by no more than $0.01 in any given interim or annual period. We concluded that the quantitative effects on the Company’s reported net income, for all interim
and annual periods, were immaterial.

 John P. Nolan

 Securities and Exchange Commission

 July 9, 2007

Page
 5

 The following table summarizes NYB’s quantitative analysis of the impact its determination that the interest
rate swap agreements it entered into in 2003 did not qualify for the short-cut method of fair value hedge accounting under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” The impact on each period
represents the effect of a full reversal of hedge accounting from inception of the swap agreements.

For the Three Months Ended

(in thousands, except per
share amounts)

 March

 2006

 Dec.

 2005

 Sept.

 2005

 June

 2005

 March

 2005

 Dec.

 2004

 Sept.

 2004

 June

 2004

 March

 2004

 Dec.

 2003

 Sept.

 2003

 June

 2003

 End of period pre-tax Mark-to-Market (“MTM”)- adjustment – derivative liability (asset)

$
6,071

$
2,598

$
2,750

$
(620
)

$
3,564

$
1,883

$
2,925

$
4,672

$
1,711

$
2,934

$
2,187

$
519

 End of period after-tax MTM adjustment

3,643

1,559

1,650

(372
)

2,138

1,130

1,755

2,803

1,027

1,760

1,312

311

 After-tax impact of annual MTM change- decrease (increase) in net income

—

429

—

—

—

(630
)

—

—

—

1,760

—

—

 Diluted EPS impact of MTM change

—

0.00

—

—

—

0.00

—

—

—

0.01

—

—

 After-tax impact of quarterly MTM change- decrease (increase) in net income

2,084

(91
)

2,022

(2,510
)

1,008

(625
)

(1,048
)

1,776

(733
)

448

1,001

311

 Diluted EPS impact of MTM change

0.01

0.00

0.01

(0.01
)

0.00

0.00

0.00

0.01

0.00

0.00

0.01

0.00

 In addition to quantitative analyses, we also considered various qualitative factors. From the inception of the
hedges through December 31, 2005, for all interim and annual periods, the reversal of hedge accounting (1) would not have changed the Company’s net income to a net loss for any period; (2) would have had an inconsequential impact
on the computation of regulatory capital such that the Company’s bank subsidiaries would have remained “well capitalized”; and (3) would not have caused any debt covenant violations.

 Based on the analyses prepared, management concluded that any financial statement revisions resulting from the elimination of TPS hedge accounting would not be material,
either quantitatively or qualitatively, to the Company’s consolidated financial statements for any interim or annual period from the inception of the swaps through December 31, 2005. Management also concluded that the actual elimination of
hedge accounting during the first quarter of 2006 did not have a material effect (either quantitatively or qualitatively) on the 2006 interim and annual consolidated financial statements. The Company concluded that the magnitude of this item was
such that it was not probable that the judgment of a reasonable person relying upon the Company’s financial reports would have been changed or influenced by the inclusion or correction of the item in such reports. Accordingly, prior to filing
the December 31, 2005 Form 10-K Report and the March 31, 2006 Form 10-Q Report, the Company’s management determined there was no need to restate any previously issued financial statements and discussed its conclusion with the
Company’s Audit Committee and external auditors, who concurred.

 John P. Nolan

 Securities and Exchange Commission

 July 9, 2007

Page
 6

 Note 11 — Employee Benefits, page 117

 Stock Incentives and Stock Option Plans, page 123

5.
We note your disclosure that on December 30, 2005 you accelerated the vesting of 1.4 million unvested options. We also note your disclosure on page 89 of your 2005 10-K
that in accordance with FASB Interpretation No. 44 you did not record any compensation expense as of the date of the acceleration. Please provide us with your analysis, including any supporting calculations, describing how you determined that
no compensation expense needed to be recorded upon the acceleration.

 The Company had 1,411,005 unvested stock options issued and
outstanding at December 30, 2005, of which 86% were scheduled to vest on January 21, 2006, with the remaining issued and outstanding options being held by executives and senior management of the Company. Under FASB Interpretation
No. 44 (“FIN 44”) any modification that renews or extends the life a fixed award (i.e., acceleration of vesting) results in a new measurement of the award. Such measurement would indicate the intrinsic value (the amount at which the
option is in the money). Compensation expense would be calculated by the number of options outstanding times their intrinsic value, if any. Any options out of the money would not result in compensation expense. However, FIN 44 also states that if an
employee continues to provide service and would have vested in an award under its original vesting provisions, the modification does not cause an effective renewal of the award and, accordingly, any incremental compensation cost should not be
recognized.

 Since the substantial majority of the unvested stock options at December 30, 2005 were to vest on January 21, 2006, and since the
strike price of all other unvested options was higher than NYB’s stock price on December 30, 2005, and therefore out of the money, the Company determined that the employees holding such unvested stock options would continue to provide
service and would have vested in the options under their original vesting provision. Therefore, there was no effective renewal of the award and no compensation expense was recorded on the modification date.

 John P. Nolan

 Securities and Exchange Commission

 July 9, 2007

Page
 7

 The Company is responsible for the adequacy and accuracy of the disclosure in the 10-K Report and the
10-Q Report. We acknowledge that staff comments, or changes to disclosure in response to staff comments, do not prevent the Commission from taking any action with respect to the filing and that the Company may not assert staff comments as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any
questions or comments with respect to the responses we have provided regarding your comments on our 10-K Report or 10-Q Report, please do not hesitate to contact me at (516) 683-4014.

Sincerely,

/s/ Thomas R. Cangemi

 Thomas R. Cangemi

 Senior Executive Vice President and

 Chief Financial Officer

cc:
Joseph R. Ficalora

 R. Patrick Quinn, Esq.

Mail Stop 4561

June 22, 2007

Mr. Thomas R. Cangemi
Executive Vice President and Chief Financial 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, 2006
Form 10-Q for the Fiscal Quarter Ended March 31, 2007
  File No. 001-31565

Dear Mr. Cangemi:

We have reviewed your filings and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not
intend to expand our review to other portions of your documents.  Where indicated, we think you should revise your future disclosure 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 ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may 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 filings.  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.

Form 10-K for the Fiscal Year Ended December 31, 2006:

Management’s Discussion and Analysis

Deposits, page 58

1. We note your disclosure that brokered deposits decreased $609.2 million from year-end 2005.  We also note your disclosure on page 38 that during the second quarter you reduced your balance of brokered deposits by $260.6 million and in

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc.
6/22/2007 Page 2
the fourth quarter you reduced brokered deposits by $916.3 million.  In future filings, please reconcile these disclosures.  In addition, reconcile your disclosure regarding the fourth quarter reduction of brokered deposits with your disclosure on page 73 that the higher average balance of NOW and money market accounts reflects your use of brokered deposits, particularly in the fourth quarter of the year.  Please provide us with your proposed future disclosure.

Non-interest Expense, page 70

2. We note your disclosure that you recognized a $3.1 million charge in connection with the retirements of your chairman and a senior lending consultant.  Please describe for us the reasons for the charge and how the amount was determined.

Consolidated Financial Statements

Note 6 – Allowance for Loan Losses, page 105

3. We note your disclosure regarding loans outstanding and acquired during 2006 under the provisions of SOP 03-3.  In future filings please present all of the disclosures required by paragraph .16 of SOP 03-3.  Please provide us with your proposed future disclosure using 2006 information as an example.

Note 8 – Borrowed Funds, page 107

4. We note your disclosure on page 111 that in the first quarter of 2006 you determined that the fair value hedges of capital securities did not qualify for the short-cut method of accounting.  Please provide us with your materiality analysis describing how you determined that restatement of previously issued financial statements to reflect the impact of no hedge accounting was not necessary.

Note 11 – Employee Benefits, page 117

Stock Incentives and Stock Option Plans, page 123

5. We note your disclosure that on December 30, 2005 you accelerated the vesting of 1.4 million unvested options.  We also note your disclosure on page 89 of your 2005 10-K that in accordance with FASB Interpretation No. 44 you did not record any compensation expense as of the date of the acceleration.  Please tell us provide us with your analysis, includi ng any supporting calculations, describing
how you determined that no compensation expense needed to be recorded upon the acceleration.

* * * *

Mr. Thomas R. Cangemi
New York Community Bancorp, Inc.
6/22/2007 Page 3

Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please submit your response letter on EDGAR.  Please understand that we may have additional comments after reviewing your response to our comments.

  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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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.

 In connection with responding to our comment, please provide, in writing, a 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 defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comment on your filing.

You may contact Joyce Sweeney, Staff A ccountant, at (202) 551-3449, or me at
(202) 551-3492 if you have any questions.

Sincerely,

John P. Nolan
Accounting Branch Chief

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

December 16, 2005

Mail Stop 4561

By U.S. Mail and facsimile to (516)683-8344

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

Re:	New York Community Bancorp, Inc.
Form 10-K for the year ended December 31, 2004
      Filed March 16, 2005
      File No. 001-31565

Dear Mr. Ficalora:

	We have completed our review of your Form 10-K and related
filings and have no further comments at this time.

							Sincerely,

							Donald A. Walker
							Senior Assistant Chief
Accountant

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                 [NEW YORK COMMUNITY BANCORP, INC. LETTERHEAD]

                                December 8, 2005

VIA EDGAR
---------

Mr. Donald Walker
Senior Assistant Chief Accountant
Division of Corporation Finance
Securities and Exchange Commission
Mail Stop 0408
450 Fifth Street, N.W.
Washington, D.C.  20549

         Re:      New York Community Bancorp, Inc.
                  Form 10-K for the year ended December 31, 2004
                  Filed March 16, 2005
                  File No. 001-31565
                  Response to Staff Comments dated November 30, 2005
                  ----------------------------------------------------------

Dear Mr. Walker:

         On behalf of New York Community Bancorp, Inc. ("NYB"or the "Company") I
am writing in response to the Staff's letter, dated November 30, 2005,
containing comments on NYCB's Annual Report on Form 10-K for the year ended
December 31, 2004 (the "10-K Report").

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

1. PLEASE TELL US IN DETAIL WHY YOU HAVE ADJUSTED YOUR OPERATING EARNINGS, A
NON-GAAP FINANCIAL MEASURE, TO ELIMINATE RECURRING ITEMS SUCH AS GAINS OF [SIC]
SALES OF BRANCHES AND BANK-OWNED PROPERTY AND MERGER-RELATED EXPENSES. REFER TO
THE GUIDANCE IN ITEM 10(E)(II)(B) OF REGULATION S-K. ALSO REVISE YOUR
DISCLOSURES IN FUTURE FILINGS AS NECESSARY.

         In response to the Staff's comment, NYB will eliminate the referenced
         adjustments in future filings with the Commission.

<PAGE>

Donald Walker
Securities and Exchange Commission
December 8, 2005
Page 2

         In the past, the Company has included the adjustments because it
         believed such disclosures would be useful to investors for the
         following reasons: NYB is a holding company for New York Community Bank
         (the "Bank"), a thrift with assets of $25.0 billion at September 30,
         2005. Our primary business is gathering deposits through a branch
         network that spans the New York metropolitan region, and investing such
         funds, together with other sources of funding, in the production of
         multi-family and other mortgage loans.

         As indicated in the 10-K Report, net interest income (defined as the
         difference between the interest income earned on loans and investments
         and the interest expense generated by deposits and borrowings) is our
         primary source of income and is supplemented by various ongoing sources
         of non-interest income.

         In 2000 and 2001, the revenues produced through these ongoing sources
         was complemented by a significant gain on the sale of bank-owned
         properties and, in 2004, by a significant gain on the sale of eight
         traditional branches in connection with the divestiture of our South
         Jersey Bank Division. The magnitude of these transactions was
         out-of-the ordinary and not indicative of our core business.

            To provide the investment community with a more accurate
            understanding of our capacity to generate earnings through ongoing
            operations, we felt it was necessary to exclude these unique sources
            of income when reporting our operating earnings for the respective
            twelve-month periods.

            Similarly, certain expenses incurred in connection with our merger
            transactions in 2000, 2001, and 2003 were excluded due to our belief
            that such expenses were, in substance, unrelated to the Company's
            core business of producing loans and gathering deposits, and stemmed
            from transactions that were unique based on, among other things, the
            structure, size, market and nature of the business of the companies
            acquired and the merger-related allocation of applicable Employee
            Stock Ownership Plan shares, which varies significantly from one
            company to another. Our ability to complete such transactions has
            been, and continues to be, subject to economic, competitive, and

<PAGE>

Donald Walker
Securities and Exchange Commission
December 8, 2005
Page 3

            other factors that are unpredictable in nature. Likewise, it is
            impractical to assume that the Company will undertake such
            transactions year after year or, if such a transaction is completed
            in any year that the effect on the Company's operating income will
            be even remotely similar to the effect of prior M&A transactions.

         In addition, for the reasons set forth above, it is common practice for
         those who invest in, follow, and report on the banking industry to
         exclude the impact of gains on the sale of properties and branches and
         the impact of merger-related expenses when considering, and comparing,
         our financial performance with that of other banks. For example, SNL
         Financial, a premier information and research firm in the financial
         information marketplace, bases its annual ranking of the nation's 100
         largest thrifts on operating earnings, and typically calculates this
         non-GAAP measure by excluding from GAAP earnings merger-related
         expenses and unusual gains on sale of branches and bank-owned
         properties, among other items. In addition, the majority of the
         analysts who follow the industry typically provide earnings estimates
         based on such operating earnings, supporting the Company's view that
         such disclosure is useful to investors, given that it reflects the
         Company's organic capacity to generate earnings from our core business.

2.  PLEASE PROVIDE US WITH A RECONCILIATION OF EACH PER SHARE BASIS NON-GAAP
FINANCIAL MEASURE TO THE GAAP FINANCIAL MEASURE OF EARNINGS PER SHARE, AND
EXPLAIN HOW THESE MEASURES ARE USED BY MANAGEMENT AND IN WHAT WAY THEY PROVIDE
MEANINGFUL INFORMATION TO INVESTORS. REFER TO THE GUIDANCE PROVIDED BY QUESTION
11 OF THE FREQUENTLY ASKED QUESTIONS REGARDING THE USE OF NON-GAAP FINANCIAL
MEASURES. PLEASE REVISE YOUR DISCLOSURES IN FUTURE FILINGS.

         In response to the Staff's comment, please see EXHIBIT A annexed hereto
         for a reconciliation of the per share basis non-GAAP financial measures
         to the GAAP financial measure of earnings per share referenced in the
         10-K Report. In future filings with the Commission, disclosures of such
         per share reconciliations will be included if applicable.

<PAGE>

Donald Walker
Securities and Exchange Commission
December 8, 2005
Page 4

         As indicated in response to the Staff's question 1, we believe that
         operating earnings, as we have defined them, and the related
         performance measures of basic operating earnings per share and diluted
         operating earnings per share, are useful to investors seeking to
         evaluate our ongoing operating performance and to compare our
         performance with other companies in the banking industry that also
         report operating earnings.

         We also believe that our cash earnings, as discussed on page 7 of the
         10-K Report, and the related performance measures of basic cash
         earnings per share and diluted cash earnings per share, are useful to
         investors seeking to evaluate the Company's performance on an ongoing
         basis and with respect to other companies in the banking industry that
         also report cash earnings. Cash earnings are an important measure
         because of their contribution to tangible capital, which is further
         discussed in response to the Staff's question 3.

         Management of the Company utilizes operating earnings and cash earnings
         as a means of comparing our current and historic financial performance,
         and of comparing our financial performance with that of our industry
         peers.

         In addition, for the reasons set forth above, the importance of cash
         earnings is recognized by many of the analysts who follow the banking
         industry, as many of them provide cash earnings estimates for the
         companies they follow or report on the cash earnings generated by such
         companies.

3.  PLEASE PROVIDE US WITH AND INCLUDE IN FUTURE FILINGS, ALL OF THE DISCLOSURES
REQUIRED BY ITEM 10(E) OF REGULATION S-K FOR EACH NON-GAAP MEASURES THAT ARE
REFERENCED WITHIN MANAGEMENT'S DISCUSSION AND ANALYSIS OR OTHER ITEMS, INCLUDING
BUT NOT LIMITED TO:

     o  TANGIBLE STOCKHOLDERS' EQUITY (PAGE 7) OR CAPITAL (PAGE 14);
     o  TANGIBLE ASSETS (PAGE 31)

<PAGE>

Donald Walker
Securities and Exchange Commission
December 8, 2005
Page 5

     o  TANGIBLE BOOK VALUE PER SHARE (PAGE 31); AND
     o  EFFICIENCY RATIO ON AN OPERATING BASIS (PAGE 39)

       In response to the Staff's comment, please see the Reconciliation Table
       annexed hereto as EXHIBIT B. The Company plans to include such a Table
       and related discussion in future filings.

         We believe it is important to disclose information regarding our
         tangible stockholders' equity and the related measures of tangible book
         value and tangible equity to tangible assets because we are required
         under federal and state banking regulations to exclude goodwill and
         other intangibles when measuring and reporting our capital adequacy.
         Because tangible capital by definition excludes goodwill and other
         intangibles, we believe it is an accurate measure of our ability to
         grow both organically and through business combinations, as well as our
         ability to pay dividends and to engage in various capital management
         strategies (including, among others, share repurchases). For these
         reasons, information regarding tangible stockholders' equity is
         commonly provided by banks and is commonly looked to by bank
         regulators, investors and analysts as an indication of a bank's capital
         strength.

         The operating efficiency ratio is another measure commonly used by
         banks and bank investors, and is one of six financial measures utilized
         by SNL Financial, an information and research firm in the financial
         information marketplace, in developing their performance ranking of the
         nation's 100 largest thrifts. Because the operating efficiency ratio
         indicates the percentage of ongoing revenues utilized to meet ongoing
         expenses, we considered it a meaningful measure of the profitability of
         our core business.

4.  PLEASE REVISE IN FUTURE TO PROVIDE WITHIN YOUR SEPARATELY-CAPTIONED SECTION
OF MANAGEMENT'S DISCUSSION AND ANALYSIS A ROBUST DISCUSSION OF YOUR OFF-BALANCE
SHEET ARRANGEMENTS WHICH INCLUDES ALL ITEMS REQUIRED BY ITEM 303(A)(4) OF
REGULATION S-K.

         In response to the Staff's comment, in future disclosures filed with
         the Commission, we will expand the existing disclosure regarding the
         Company's off-balance sheet arrangements to accompany the existing
         disclosure within our separately-captioned section of Management's
         Discussion and Analysis, as required by Item 303(a)(4) of Regulation
         S-K.

<PAGE>

Donald Walker
Securities and Exchange Commission
December 8, 2005
Page 6

         If you have any questions or comments with respect to the responses we
have provided regarding your comments on our 10-K Report, please do not hesitate
to contact me at (516) 683-4404.

                                           Sincerely,

                                           /s/ Joseph R. Ficalora

                                           Joseph R. Ficalora
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER

Attachments

cc:    Thomas R. Cangemi, Sr. EVP & Chief Financial Officer
       John Pinto, EVP & Chief Accounting Officer
       R. Patrick Quinn, Esq., EVP, Chief Corporate Governance Officer
         and Corporate Secretary
       Amanda Roberts, Staff Accountant, U.S. Securities and Exchange Commission

<PAGE>

EXHIBIT A

<TABLE>
<CAPTION>
OPERATING EARNINGS RECONCILIATION

====================================================================================================================================
(IN THOUSANDS, EXCEPT PER SHARE DATA)                        2004                     2003                     2002
------------------------------------------------------------------------------------------------------------------------------------
                                                             Basic  Diluted           Basic  Diluted           Basic    Diluted
                                                   Amount     EPS     EPS    Amount    EPS     EPS    Amount    EPS       EPS
                                                   ------     ---     ---    ------    ---     ---    ------    ---       ---
<S>                                               <C>        <C>     <C>    <C>       <C>     <C>    <C>       <C>       <C>
Net income                                        $355,086   $1.37   $1.33  $323,371  $1.70   $1.65  $229,230  $1.27     $1.25
Adjustments to net income:
  Other-than-temporary impairment:                   8,209    0.03    0.03         -      -       -         -      -         -
  Balance sheet repositioning charge               157,215    0.60    0.59         -      -       -         -      -         -
  Gain on sales of branches and Bank-owned property      -       -       -   (37,613) (0.20)  (0.19)        -      -         -
  Merger-related expenses                                -       -       -    20,423   0.11    0.10         -      -         -
  Income tax expense adjustment                          -       -       -         -      -       -         -      -         -
                                                  --------   -----   -----  --------  -----   -----  --------  -----     -----
Total adjustments to net income                    165,424    0.63    0.62   (17,190) (0.09)  (0.09)        -      -         -
Income tax effects on adjustments                  (65,591)  (0.25)  (0.25)   13,514   0.07    0.07         -      -         -
                                                  --------   -----   -----  --------  -----   -----  --------  -----     -----
Operating earnings                                $454,919   $1.75   $1.70  $319,695  $1.68   $1.63  $229,230  $1.27     $1.25
                                                  ========   =====   =====  ========  =====   =====  ========  =====     =====

========================================================================================================
(IN THOUSANDS, EXCEPT PER SHARE DATA)                        2001                     2000
--------------------------------------------------------------------------------------------------------
                                                             Basic  Diluted           Basic  Diluted
                                                   Amount     EPS     EPS    Amount    EPS     EPS
                                                   ------     ---     ---    ------    ---     ---

Net income                                        $104,467   $0.77   $0.75  $ 24,477  $0.33   $0.32
Adjustments to net income:
  Other-than-temporary impairment:                       -       -       -         -      -       -
  Balance sheet repositioning charge                     -       -       -         -      -       -
  Gain on sales of branches and Bank-owned property (1,500)  (0.01)  (0.01)  (13,500) (0.18)  (0.18)
  Merger-related expenses                           22,800    0.16    0.16    24,800   0.33    0.33

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

November 30, 2005

Mail Stop 4561

By U.S. Mail and facsimile to (516)683-8344

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

Re:	New York Community Bancorp, Inc.
Form 10-K for the year ended December 31, 2004
      Filed March 16, 2005
File No. 001-31565

Dear Mr. Ficalora:

      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
information so we may better understand your disclosure.  After
reviewing this information, we may 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.

Discussion and Reconciliation of GAAP and Operating Earnings, page
6,
and Discussion and Reconciliation of GAAP and Cash Earnings, page
7

1. Please tell us in detail why you have adjusted your Operating
Earnings, a non-GAAP financial measure, to eliminate recurring
items
such as gains of sales of branches and bank-owned property and
merger-related expenses.  Refer to the guidance in Item
10(e)(ii)(B)
of Regulation S-K. Also revise your disclosures in future filings
as
necessary.

2. Please provide us with a reconciliation of each per share basis
non-GAAP financial measure to the GAAP financial measure of
earnings
per share, and explain how these measures are used by management
and
in what way they provide meaningful information to investors.
Refer
to the guidance provided by Question 11 of the Frequently Asked
Questions Regarding the Use of Non-GAAP Financial Measures.
Please
revise your disclosures in future filings.

3. Please provide us with and include in future filings, all of
the
disclosures required by Item 10(e) of Regulation S-K for each non-
GAAP measures that are referenced within Management`s Discussion
and
Analysis or other items, including but not limited to:
* Tangible stockholders` equity (page 7) or capital (page 14);
* Tangible assets (page 31);
* Tangible book value per share (page 31); and
* Efficiency ratio on an operating basis (page 39).

Liquidity, Off-balance Sheet Arrangements and Contractual
Commitments, and Capital Position, page 28

4. Please revise in future to provide within your separately-
captioned section of Management`s Discussion and Analysis a robust
discussion of your off-balance sheet arrangements which includes
all
items required by Item 303(a)(4) of Regulation S-K.

* * * * *

As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

	 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 all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  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.

	In connection with responding to our comments, please
provide,
in writing, a 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 defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Amanda Roberts, Staff Accountant, at
(202)551-
3417 or me at (202)551-3490 if you have questions.

Sincerely,

      Donald Walker
Senior Assistant Chief Accountant
Joseph R. Ficalora
New York Community Bancorp, Inc.
Page 1 of 3

</TEXT>
</DOCUMENT>