EXHIBIT 3.3(A)

                      FIFTH AMENDMENT TO

                          BYLAWS OF
                      HAVEN BANCORP, INC.



The first paragraph of Article II, Section 1 is hereby amended as
follows:

               ARTICLE 11 - BOARD OF DIRECTORS

Section 1.  General Powers, Number and Term of Office.


The business and affairs of the Corporation shall be under the
direction of its Board of Directors.  The number of Directors who
shall constitute the Whole Board shall be such number as the Board
of Directors shall from time to time have designated except in the
absence of such designation shall be nine.  The Board of Directors
shall annually elect a Chairman of the Board from among its members
who shall, when present, preside at its meetings.




Dated:  December 22, 1999