September 13, 2005

Mail Stop 4561

By U.S. Mail and facsimile to (212) 826-2413

Louis J. Cappelli
Chairman and Chief Executive Officer
Sterling Bancorp
650 Fifth Avenue
New York, NY 10019

	Re:	Sterling Bancorp
		Form 10-K for Fiscal Year Ended December 31, 2004
		Filed March 31, 2005
		File No. 1-05273

Dear Mr. Cappelli:

	We have reviewed the above referenced filing, and have the
following comments. We have limited our review to only the issues
raised in our comments.   Where indicated, we think you should
revise
future filings in response to these comments.  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 our comments, we may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  After reviewing this information, we may or may
not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Financial Statements

Note 1 - Summary of Significant Accounting Policies, page 34
1. Please revise to more clearly disclose your policy for
recognizing
factoring revenue.  Please refer to paragraph 8(m) of SOP 01-6 and
revise to:

* Disclose whether transfers of receivables under your factoring
arrangements meet the sale criteria of paragraph 9 of SFAS 140;

* Disclose your policy for accounting for purchase discounts such
as
"factoring commissions";

* Disclose how you account for transfers not meeting the sale
criteria in SFAS 140 and the related factoring commissions under
these arrangements; and

* If you are not able to support that your policies comply with
SOP
01-6, please revise your financial statements accordingly.

Note 5 - Investment Securities, page 40
2. Please revise Note 5 and similar disclosures elsewhere in your
filing to separately disclose your investments in government
sponsored entities (such as Freddie and Fannie) from U.S.
Government
agencies.  We do not believe that it is appropriate to aggregate
given the difference in risk profiles.

*    *    *    *

      As appropriate, please respond to these comments within 15
business days or tell us when you will provide us with a response.
Please furnish a cover letter 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
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 Isa Farhat at (202) 551-3485 or me at (202)
551-3494 if you have questions regarding our comments.



      Sincerely,


						Kevin W. Vaughn
						Accounting Branch Chief


Louis J. Cappelli
Sterling Bancorp
September 13, 2005
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