EXHIBIT 4.3


                              CERTIFICATE OF TRUST

                                       OF

                         NEW YORK BANCORP CAPITAL TRUST

            THIS Certificate of Trust of New York Bancorp Capital Trust (the
"Trust"), dated as of August 28, 1997, is being duly executed and filed by the
undersigned, as trustees, to create a business trust under the Delaware Business
Trust Act (12 Del. C. ss. 3801, et seq.).

            1. Name: The name of the business trust created hereby is New York
Bancorp Capital Trust.

            2. Delaware Trustee. The name and business address of the trustee of
the Trust with a principal place of business in the State of Delaware are The
Bank of New York (Delaware), White Clay Center, Route 273, Newark, Newcastle
County, Delaware 19711.

            3. Effective Date. This Certificate of Trust shall be effective upon
filing.

            IN WITNESS WHEREOF, the undersigned, being the trustees of the
Trust, have executed this Certificate of Trust as of the date first above
written.


                        THE BANK OF NEW YORK (DELAWARE), not in its
                        individual capacity but solely as trustee
                        of the Trust

                        By:  /s/ Mary Jane Morrissey
                            --------------------------------------
                              Name: Mary Jane Morrissey
                              Title: Authorized Signatory


                        THE BANK OF NEW YORK, not in its
                        individual capacity but solely as trustee
                        of the Trust

                        By:  /s/ Timothy J. Shea
                            --------------------------------------
                              Name: Timothy J. Shea
                              Title: Assistant Treasurer


                            /s/ Stan I. Cohen
                            --------------------------------------
                              STAN I. COHEN, not in his individual 
                              capacity but solely as initial
                              trustee of the Trust







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