SCHEDULE 14-A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
------

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

New York Bancorp Inc.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)

Thomas J. Haggerty, Muldoon, Murphy & Faucette
----------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11

1) Title of each class of securities to which transaction applies:
...................................................................
2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.

1) Amount Previously Paid:
............................................
2) Form, Schedule or Registration Statement No.:
............................................
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............................................
4) Date Filed:
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- --------------------------------------------------------------------------------

NYB

NEW YORK BANCORP INC.

NEW YORK BANCORP INC.
241-02 NORTHERN BOULEVARD
DOUGLASTON, NEW YORK 11362
(718) 631-8100

December 19, 1996

Dear Shareholder:

It is my pleasure to invite you to attend the Annual Meeting of
Shareholders (the "Annual Meeting") of New York Bancorp Inc.("New York Bancorp"
or the "Company") to be held at the Adria Conference Center, 220-33 Northern
Boulevard, Bayside, New York, on Tuesday, January 28, 1997, at 10:00 a.m., New
York Time, and at any adjournments or postponements thereof.

The attached Notice of Annual Meeting of Shareholders and Proxy Statement
describe the business to be transacted at the Annual Meeting. The enclosed copy
of New York Bancorp's 1996 Annual Report to Shareholders contains financial
statements and other important information relating to the Company.

YOUR VOTE IS IMPORTANT. The Proxy is your opportunity as a shareholder to
vote on corporate matters. Please separate the Proxy Card from the other
enclosed material and follow the instructions for its completion. You are urged
to sign, date and mail the enclosed Proxy Card promptly in the postage-prepaid
envelope provided. If you attend the Annual Meeting, you may vote in person even
if you have already mailed in your Proxy Card.

On behalf of the Board of Directors, officers and employees of New York
Bancorp, I thank you for your continued support and interest in our Company.

Sincerely yours,

/s/ Patrick E. Malloy, III
Patrick E. Malloy, III
Chairman of the Board

NEW YORK BANCORP INC.
241-02 NORTHERN BOULEVARD
DOUGLASTON, NEW YORK 11362
(718) 631-8100

--------------------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 28, 1997
--------------------------------------------

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Annual
Meeting") of New York Bancorp Inc.(the "Company") will be held at the Adria
Conference Center, 220-33 Northern Boulevard, Bayside, New York, on Tuesday,
January 28, 1997, at 10:00 a.m., New York Time.

A Proxy Statement and Proxy Card for this Annual Meeting are enclosed
herewith. The Annual Meeting is for the purpose of considering and voting upon
the following matters:

1. The election of three directors for a term of three years each;

2. The ratification of KPMG Peat Marwick LLP as independent
accountants of the Company for the fiscal year ending
September 30, 1997; and

3. Such other matters as may properly come before the Annual Meeting
or any adjournments or postponements thereof.

Pursuant to the Bylaws of the Company, the Board of Directors has fixed
December 12, 1996 as the record date for the determination of shareholders
entitled to notice of, and to vote at the Annual Meeting and at any adjournments
or postponements thereof. Only recordholders of the Common Stock of the Company
as of the close of business on that date will be entitled to notice of, to vote
at, and attend the Annual Meeting or any adjournments or postponements thereof.
A list of shareholders entitled to vote at the Annual Meeting will be available
at the offices of New York Bancorp Inc., 241-02 Northern Boulevard, Douglaston,
New York, 11362, for a period of ten days before the Annual Meeting.

EACH SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.

By Order of the Board of Directors

/s/ Stan I. Cohen
Douglaston, New York Stan I. Cohen
December 19, 1996 Secretary

NEW YORK BANCORP INC.
241-02 NORTHERN BOULEVARD
DOUGLASTON, NEW YORK 11362
(718) 631-8100

--------------------------------------------

PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JANUARY 28, 1997

--------------------------------------------

SOLICITATION AND VOTING OF PROXIES

This Proxy Statement is being furnished to shareholders of New York Bancorp
Inc. ("New York Bancorp" or the "Company") in connection with the solicitation
by the Board of Directors of proxies to be voted at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held at the Adria Conference Center,
220-33 Northern Boulevard, Bayside, New York, on Tuesday, January 28, 1997, at
10:00 a.m., New York Time, and at any adjournments or postponements thereof. The
Company's 1996 Annual Report to Shareholders, including the Company's
consolidated financial statements for the fiscal year ended September 30, 1996,
accompanies this proxy statement, and the mailing of these documents to
recordholders will commence on or about December 19, 1996.

Regardless of the number of shares of Common Stock owned, it is important
that shareholders be represented by proxy or in person at the Annual Meeting.
Shareholders are requested to vote by completing the enclosed Proxy Card and
returning it, signed and dated, in the enclosed postage-prepaid envelope.
Shareholders are urged to indicate their vote in the spaces provided. PROXIES
SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY WILL BE VOTED IN ACCORDANCE
WITH THE DIRECTIONS GIVEN THEREIN. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED
PROXIES WILL BE VOTED FOR THE NOMINEES FOR DIRECTORS AND THE RATIFICATION OF
KPMG PEAT MARWICK LLP, AS INDEPENDENT ACCOUNTANTS.

OTHER THAN THE MATTERS SET FORTH ON THE ATTACHED NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS, THE BOARD OF DIRECTORS KNOWS OF NO ADDITIONAL MATTERS THAT WILL
BE PRESENTED FOR CONSIDERATION AT THE ANNUAL MEETING. EXECUTION OF A PROXY,
HOWEVER, CONFERS ON THE DESIGNATED PROXY HOLDERS DISCRETIONARY AUTHORITY TO VOTE
THE SHARES IN ACCORDANCE WITH THEIR BEST JUDGMENT ON SUCH OTHER BUSINESS, IF
ANY, THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND AT ANY ADJOURNMENTS
THEREOF.

A proxy may be revoked at any time prior to its exercise by the filing of a
written notice of revocation with the Secretary of the Company, by delivering a
duly executed proxy bearing a later date, or by attending the Annual Meeting and
voting in person. However, if you are a shareholder whose shares are not
registered in your own name, you will need additional documentation from your
recordholder in order to vote personally at the Annual Meeting.

The cost of solicitation of proxies in the form enclosed herewith will be
borne by New York Bancorp. In addition to the solicitation of proxies by mail,
proxies may also be solicited personally or by telephone or telegraph by
directors, officers and employees of the Company, without additional
compensation therefor. New York Bancorp will also request persons, firms and
corporations holding

shares in their names, or in the name of their nominees, which are beneficially
owned by others, to send proxy material to and obtain proxies from such
beneficial owners, and will reimburse such holders for their reasonable expenses
in doing so. The Company has retained Beacon Hill Partners, Inc., a proxy
solicitation firm, to assist it in soliciting proxies for the Annual Meeting.
The fee for such services will be $3,500 plus reimbursement of expenses.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

The securities which may be voted at the Annual Meeting consist of shares
of common stock, $.01 par value per share, of New York Bancorp (the "Common
Stock"), with each share entitling its owner to one vote on all matters to be
voted on at the Annual Meeting. The close of business on December 12, 1996 has
been fixed by the Board of Directors as the record date ("Record Date") for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting and any adjournments or postponements thereof. The total number of
shares of Common Stock outstanding on the Record Date was 11,057,494 shares. The
presence, in person or by proxy, of at least a majority of the total number of
shares of Common Stock entitled to vote is necessary to constitute a quorum at
the Annual Meeting. Shares which are present in person or by proxy but abstain
from voting with respect to one or more proposals voted upon at the meeting will
be included for purposes of determining a quorum at the Annual Meeting. In the
event there are not sufficient votes for a quorum, the Annual Meeting may be
adjourned or postponed in order to permit the further solicitation of proxies.

As to the election of directors, the Proxy Card being provided by the Board
of Directors enables a shareholder to vote for the election of the nominees
proposed by the Board, or to withhold authority to vote for one or more of the
nominees being proposed. Under Delaware law and the Company's Certificate of
Incorporation and Bylaws, directors are elected by a plurality of shares voted
without regard to either (i) broker non-votes; or (ii) proxies as to which
authority to vote for one or more of the nominees being proposed is withheld.

Concerning the ratification of independent accountants, a shareholder may:
(i) vote "FOR" ratification; (ii) vote "AGAINST" ratification; or (iii)
"ABSTAIN" with respect to ratification by checking the appropriate box. Under
the Company's Certificate of Incorporation and Bylaws, unless otherwise required
by law, the ratification of independent accountants and other matters that may
come before the meeting shall be determined by a majority of the votes cast
affirmatively or negatively, without regard to broker non-votes or proxies
marked "ABSTAIN" as to that matter.

Proxies solicited hereby will be returned to the proxy solicitors or the
Company's transfer agent, and will be tabulated by inspectors of election
designated by the Board, who will not be employed by, or a director of, the
Company or any of its affiliates. After the final adjournment of the Annual
Meeting, the proxies will be returned to the Board for safekeeping.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information, as of the Record Date,
as to those persons or groups who are beneficial owners of more than 5% of the
Company's Common Stock. The information below is based on the most recent filing
with the Securities and Exchange Commission (the "SEC") by such persons or
groups and upon information otherwise made known to the Company. Other than
those persons listed below, the Company is not aware of any person or group that
owns more than 5% of the Common Stock as of the Record Date.

NAME AND ADDRESS AMOUNT AND PERCENT
OF BENEFICIAL OWNER NATURE OF OWNERSHIP (1) OF CLASS
- --------------------------------------------- -------------------------------- --------

Patrick E. Malloy, III 1,694,286 (2)(3) 14.89%
Michael A. McManus, Jr.
c/o Malloy Enterprises, Inc.
Bay Street at Waterfront
Sag Harbor, New York 11963

Valer and Josiah T. Austin 1,275,367 (4) 11.51%
El Coronado Ranch
Star Route Box 395
Pearce, Arizona 85625

Findim Investments S.A. 1,120,244 10.13%
Gradinata Forghee 2
Massagno, Switzerland

(1) Unless otherwise indicated, each person effectively exercises sole voting and dispositive power as
to shares reported.
(2) Mr. Malloy beneficially owns and has sole power to vote and dispose of 1,258,497 shares. Does not
include 54,722 shares held by two separate trusts established for the benefit of Mr. Malloy's
children, as to which Mr. Malloy disclaims beneficial ownership. Mr. McManus beneficially owns and
has sole power to vote and dispose of 117,240 shares as well as 82 shares held in his name as
custodian for his son. Messrs. Malloy and McManus each disclaims beneficial ownership of the shares
of Common Stock beneficially owned by the other. Messrs. Malloy and McManus have received approval
from the Office of Thrift Supervision (the "OTS") to acquire up to 20% of the outstanding Common
Stock of the Company.
(3) Includes 176,266 shares which may be acquired by Mr. Malloy pursuant to the Company's stock option
plans. Also included are 142,201 shares which may be acquired by Mr. McManus pursuant to the
Company's stock option plans.
(4) Mr. and Mrs. Austin beneficially own and have shared power to vote and dispose of 1,250,617 shares.
Includes 24,750 shares which may be acquired by Mr. Austin pursuant to the Company's stock option
plans for Outside Directors. Does not include 3,975 shares of Common Stock that are beneficially
owned by the Clark Family Foundation, Inc. and 3,900 shares of Common Stock that are beneficially
owned by three separate trusts for which Valer and Josiah T. Austin each serves as a trustee and for
which they disclaim beneficial ownership. Mr. and Mrs. Austin have received approval from the OTS to
acquire up to 20% of the outstanding Common Stock of the Company.

PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING

PROPOSAL 1. ELECTION OF DIRECTORS

Pursuant to the Company's Bylaws, the number of directors of New York
Bancorp is designated by the Board. The Board has designated that the number of
directors of the Company be set at ten (10). Directors are divided into three
classes with the term of office of only one class of directors expiring in each
year. Directors are elected for a term of three years each and serve until their
successors are elected and qualified.

On October 31, 1996, Gene A. Washington was appointed by the Board of
Directors to fill the remaining term of Ronald H. McGlynn who resigned on such
date for personal reasons.

The three nominees proposed for election at the Annual Meeting are
Geraldine A. Ferraro, Peter D. Goodson and Robert A. Simms. All nominees named
are presently directors of New York Bancorp. The Board believes that the
nominees will stand for election and will serve if elected as directors.
However, if any person nominated by the Board of Directors fails to stand for
election or is unable to accept election, the proxies will be voted for the
election of such other person or persons as the Board of Directors may
recommend. No person being nominated as a director is being proposed for
election pursuant to any agreement or understanding between any person and New
York Bancorp.

UNLESS AUTHORITY TO VOTE FOR THE NOMINEES IS WITHHELD, IT IS INTENDED THAT
THE SHARES REPRESENTED BY THE ENCLOSED PROXY WILL BE VOTED FOR THE THREE
NOMINEES NAMED IN THE PROXY STATEMENT.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
OF ALL NOMINEES NAMED IN THIS PROXY STATEMENT.

INFORMATION WITH RESPECT TO THE NOMINEES, CONTINUING DIRECTORS AND CERTAIN
EXECUTIVE OFFICERS

The following table sets forth, as of the Record Date, the names of and
certain other information concerning the nominees, continuing directors and
certain executive officers, including the amount and percent of Common Stock
beneficially owned by each individual and all directors and executive officers
as a group. Ownership information is based upon information furnished by the
individuals listed in the table.

OWNERSHIP
EXPIRATION AMOUNT AND NATURE AS A
OF TERM OF BENEFICIAL PERCENT
NAME, AGE AND BUSINESS EXPERIENCE DIRECTOR AS OWNERSHIP OF OF
FOR PAST FIVE YEARS SINCE DIRECTOR COMMON STOCK (1) CLASS
- -------------------------------------------------------------------------------------------------------------------------------
NOMINEES

Geraldine A. Ferraro; Age 61 1993 1997 24,750 (2) .22%
Director of the Company's wholly-owned
subsidiary, Home Federal Savings Bank (the
"Bank") since 1993. TV Co-Host "Crossfire" for
CNN. Partner of CEO Perspective Group, a
consulting firm, since August 1996. Attorney,
author and lecturer. Ambassador to the United
Nations Human Rights Commission 1994 to
1996. Managing partner of Keck, Mahin & Cate
law firm 1993 - 1994. Candidate for U. S.
Senate in 1992 and U. S. Vice Presidential
Candidate in 1984.

Peter D. Goodson; Age 54 1991 1997 24,750 .22%
Director of the Bank since 1991. President of
the Goodson Family Foundation, serving youth
at risk, since July 1992. Formerly, a Principal
of Clayton, Dubilier & Rice, Inc., an industrial
investment firm engaged in purchasing and
managing businesses. Prior thereto, Mr. Goodson
was a member of the Management Committee and a
Managing Director of Kidder, Peabody & Co.,
Incorporated.

Robert A. Simms; Age 58 1991 1997 50,243 .45%
Director of the Bank since 1991. Chairman
and Chief Executive Officer of Simms Capital
Management, Inc., a registered investment
advisory firm. Director of Arrhythmia Research
& Technology Inc., Consumer Portfolio Services
Inc. and The National Football Foundation and
Hall of Fame.

Josiah T. Austin; Age 49 1996 1999 1,275,367 (3)(4) 11.51%
Director of the Bank since 1995.
Rancher and investor. Owner and operator of
the El Coronado Ranch and Cattle Co. since
1982.

Stan I. Cohen; Age 41 1995 1998 110,571 (5) .99%
Director of the Bank since 1995. Senior Vice
President, Controller and Secretary of the
Company since 1991 and Senior Vice President,
Chief Financial Officer and Secretary of the Bank
since 1993. Senior Vice President, Controller
and Secretary of the Bank from 1991 to 1993.
Mr. Cohen is a certified public accountant.

John E. D. Grunow, Jr.; Age 50 1992 1998 54,750 (6) .49%
Director of the Bank since 1992. President and
Chairman of the Board of The Grunow Group
Capital Management, Inc., a firm providing
investment banking services. Previously, Mr.
Grunow was Chief Executive Officer and
Chairman of the Board of International Marine
Holdings, Inc., a marine equipment and
accessories firm. Mr. Grunow is a certified
public accountant.

Patrick E. Malloy, III; Age 54 1990 1999 1,434,763 (3)(7) 12.77%
Chairman of the Board of the Company since
October 1991. Director of the Bank since 1991.
Chairman of the Bank since January 1992.
President of Malloy Enterprises, Inc., a real
estate and investment firm.

Michael A. McManus, Jr.; Age 53 1990 1999 259,523 (3)(8) 2.32%
Director of the Bank since 1991 and Vice
Chairman of the Bank since October 1991.
President and Chief Executive Officer of the
Company since October 1991 and President and
Chief Executive officer of the Bank since March
1995. Director of Arrhythmia Research &
Technology Inc., Document Imaging Systems
Corp., National Wireless Holdings, Inc. and the
United States Olympic Committee.

Walter R. Ruddy; Age 73 1987 1999 25,987 (9) .24%
Director of the Bank since 1967 and Vice
Chairman of the Bank since October 1991.
Retired former Administrative Engineering
Manager of Facilities at the Swiss Bank Corp.,
New York Branch.

Gene A. Washington; Age 49 1996 1998 - - - - - -
Director of the Bank since 1996. Director of
Football Development for the National Football
League since 1993. Prior to joining the National
Football League was Assistant Athletic Director
at Stanford University.

NAMED EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Robert J. Anrig; Age 48 ----- ----- 6,067 (10) .05%
First Vice President, Lending of the Company
and the Bank.

Edward Steube; Age 52 ----- ----- 12,224 (11) .11%
First Vice President, Business Development of
the Company and the Bank.

All nominees, directors and executive officers as ---- ---- 3,341,635 (12) 28.98%
a group (seventeen persons)

(1) Unless otherwise indicated, each person effectively exercises sole (or shares with spouse) voting and dispositive power as
to shares reported.
(2) Includes 19,750 shares which may be acquired pursuant to presently exercisable stock options under the Company's stock
option plans for Outside Directors.
(3) See "Security Ownership of Certain Beneficial Owners."
(4) Includes 24,750 shares which may be acquired pursuant to presently exercisable stock options under the Company's stock
option plans for Outside Directors. Does not include 3,975 shares of Common Stock that are beneficially owned by the Clark
Family Foundation, Inc. and 3,900 shares of Common Stock that are beneficially owned by three separate trusts for which
Valer and Josiah T. Austin each serves as a trustee and for which they disclaim beneficial ownership.
(5) Includes 56,665 shares which may be acquired pursuant to presently exercisable stock options under the Company's stock
option plans.
(6) Includes 24,750 shares which may be acquired pursuant to presently exercisable stock options under the Company's stock
option plans for Outside Directors.
(7) Does not include 54,722 shares held by two separate trusts established for the benefit of Mr. Malloy's children, as to
which Mr. Malloy disclaims beneficial ownership. Includes 176,266 shares which may be acquired pursuant to presently
exercisable stock options under the Company's stock option plans.
(8) Includes 82 shares held in his name as custodian for his son. Includes 142,201 shares which may be acquired pursuant to
presently exercisable stock options under the Company's stock option plans.
(9) Does not include 7,840 shares owned by Mr. Ruddy's wife and 4,1OO shares owned by Mr. Ruddy's children and grandchildren,
as to all of which Mr. Ruddy disclaims beneficial ownership.
(10) Includes 4,216 shares which may be acquired pursuant to presently exercisable stock options under the Company's stock
option plans.
(11) Includes 8,099 shares which may be acquired pursuant to presently exercisable stock options under the Company's stock
option plans.
(12) Includes 2,870,265 shares owned by the directors and executive officers and 471,370 shares which may be acquired by the
directors and executive officers pursuant to presently exercisable stock options under the Company's stock option plans.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers (as defined in regulations promulgated by the
SEC thereunder) and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC and the New York Stock Exchange.
Officers, directors and greater than ten percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.

Based solely on a review of copies of such reports of ownership furnished
to the Company, or written representations that no forms were necessary, the
Company believes that during the past fiscal year all filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with.

BOARD OF DIRECTORS MEETINGS AND COMMITTEES

During the fiscal year ended September 30, 1996, the Board of Directors of
the Company held 12 meetings. No director of the Company attended fewer than 75%
of the total meetings of the Board of Directors and committees on which such
Board member served during the 1996 fiscal year. The following information is
provided as to certain committees of the Company.

The members of the Executive Committees of the Company and the Bank are
Messrs. Patrick E. Malloy, III, Michael A. McManus, Jr. and Stan I. Cohen. Mr.
Malloy is Chairman of both Committees. The Committees generally meet as needed,
as called for by the Chairman. The Executive Committee of the Bank approves loan
proposals in excess of predetermined amounts. The Company and Bank Executive
Committees met 2 and 39 times, respectively, during the fiscal year ended
September 30, 1996.

The Audit Committees of the Company and the Bank consist solely of outside
directors. The Committees review the independent auditors' report, regulatory
examination reports and internal audit reports. Messrs. John E.D. Grunow, Jr.,
Ronald H. McGlynn (prior to his resignation) and Walter R. Ruddy are members of
the Company's Audit Committee and also serve on the Bank's Audit Committee. Mr.
Grunow is Chairman of both Committees. During the fiscal year ended September
30, 1996, the Company and Bank Audit Committees met 9 and 8 times, respectively.

The Compensation Committees of the Company and the Bank are comprised
solely of outside directors. The Committees are responsible for establishing
compensation and benefit policies. Messrs. Peter D. Goodson, Ronald H. McGlynn
(prior to his resignation) and Robert A. Simms are members of the Company's
Compensation Committee and also serve on the Bank's Compensation Committee with
Mr. Donald T. Lutz, a director of the Bank. Mr. Goodson is Chairman of both
Committees. During the year ended September 30, 1996, the Company and Bank
Compensation Committees met 4 times each.

The Nominating Committees of the Company and the Bank consist of Mr.
Michael A. McManus, Jr., Ms. Geraldine A. Ferraro and Messrs. Peter D. Goodson
and Patrick E. Malloy, III. Mr. McManus is Chairman of both Committees. During
the fiscal year ended September 30, 1996, the Nominating Committees met one time
each. While the Board of Directors will consider nominees recommended by
shareholders, it has not actively solicited recommendations from shareholders
for nominees nor established any procedures for this purpose. See "Notice of
Business To Be Conducted At An Annual Meeting."

DIRECTORS' COMPENSATION
DIRECTORS' FEES. Directors who are officers of the Company or the Bank are
not paid an additional fee for their services as directors or attendance at
meetings of the Board of the Company or the Bank or committees thereof. During
the fiscal year ended September 30, 1996, Directors of the Company and Bank
received an annual fee of $18,000 and $500 for each Board and Committee meeting
attended.

DIRECTORS' STOCK OPTION PLANS. The Board of Directors of the Company has
adopted the New York Bancorp Inc. 1993 Stock Option Plan for Outside Directors
(the "Directors' Option Plan"), which provides for the automatic one-time grant
of non-statutory stock options to purchase 24,750 shares of Common Stock at the
fair market value on the date of grant to each outside director who did not
serve as a member of the Board prior to December 31, 1992. The exercise price
per share of each option is the fair market value of the shares of Common Stock
on the date the option is granted. Options become exercisable one year from the
date of grant and expire upon the earlier of five years following the date of
grant or one month following the date the optionee ceases to serve as a director
for any reason other than removal for cause. On October 31, 1996 Gene A.
Washington was granted stock options to purchase 24,750 shares of Common Stock
at an exercise price of $33.875, which become exercisable after one year.

EXECUTIVE COMPENSATION
THE REPORT OF THE COMPENSATION COMMITTEE AND THE STOCK PERFORMANCE GRAPH SHALL
NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING
BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF
1933 (THE "SECURITIES ACT") OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT THAT NEW
YORK BANCORP SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL
NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.

Report of the Compensation Committee on Executive Compensation

Under rules established by the SEC, the Company is required to provide
certain data and information with regard to the compensation and benefits
provided to the Company's Chief Executive Officer and other executive officers
of the Company. The disclosure requirements for the Chief Executive Officer and
such executive officers include the use of tables and a report explaining the
rationale and considerations that led to fundamental compensation decisions
affecting those individuals. In fulfillment of this requirement, the
Compensation Committee of the Company, at the direction of the Board of
Directors, has prepared the following report for inclusion in this proxy
statement.

GENERAL. The Compensation Committee of the Board of Directors of New York
Bancorp is responsible for establishing the Company's compensation and benefits
policy with regard to its executive officers. The Committee is comprised of
three outside Directors. It is the Company's policy that none of the members of
the Compensation Committee may be an officer or employee of the Company or any
of its subsidiaries.

COMPENSATION PHILOSOPHY. The executive compensation program is structured
to attract, motivate and retain highly competent individuals who will promote
the growth and profitability of the Company. In order to achieve this objective,
New York Bancorp provides executive officers with a competitive compensation and
benefits package tied to Company performance. Although this type of compensation
program could result in greater variability of an individual executive's
compensation from year to year, it promotes the long-term goals of the Company.

The executive compensation program provides for competitive base salaries,
annual incentive bonuses linked to pre-established financial goals, and
long-term stock incentives designed to promote equity ownership in the Company
by its executive officers. The compensation mix is highly geared towards the
financial performance of the Company and up to 50% of total annual cash
compensation might be at risk as a result. The following is a discussion of each
of the components of the executive compensation program.

The Company intends for its compensation program to comply with Section
162(m) of the Internal Revenue Code.

BASE SALARY. In establishing salary levels for executive officers, factors
such as individual performance, salary levels for comparable positions at
institutions within the Company's peer group, and market conditions are
considered. Executive salaries are reviewed annually. Salary levels are designed
to be competitive with the Company's peer group. New York Bancorp's peer group
is comprised of savings institutions in New York State with between $1 billion
and $5 billion in total assets (the "New York Peer Group"). Although the
Committee's decisions are discretionary and no specific formula is used for
decision making, salary increases are aimed at reflecting the overall
performance of the Company and the performance of the individual.

INCENTIVE BONUS. Annual incentive bonus awards to executive officers are
granted after an assessment of the Company's performance for the year both
individually and compared to its peer group, in light of the economic,
competitive and regulatory environment and compared to pre-established financial
performance measures of the Company. In addition, non-quantitative factors
relating to the building of long-term shareholder value such as customer
satisfaction and employee morale under the executive's leadership are
considered. The executives are grouped into two categories for the purposes of
incentive bonus awards, with a greater proportion of the compensation of the
highest level executive officers tied to performance through the bonus.

A leading criterion for establishing the aggregate level of the incentive
bonus pool is the Company's return on average shareholders' equity for the prior
fiscal year, exclusive of nonrecurring items. Measures of Company performance,
such as earnings per share, core earnings, and return on average assets are
evaluated on a historical basis, exclusive of nonrecurring items, in order to
evaluate the appropriateness of the incentive bonus pool. Additionally, the
Committee reviews the prospects for future performance, the Company's exposure
to interest rate, credit and leverage risk, together with external factors such
as the economic and regulatory environment during the fiscal year.

Although the Committee has discretion in awarding bonuses, such awards are
aimed at reflecting the overall performance of the Company as well as the
performance of the individual.

LONG-TERM INCENTIVES. The Company's long-term incentive program for
executive officers consists of stock options, stock appreciation rights and
stock awards. The program is designed to advance the interests of the Company
and to increase shareholder value by providing executive officers with a
proprietary interest in the growth and performance of the Company and with
incentives for continued service. Although the Committee has discretion in
recommending stock based awards, grants of such awards are determined based upon
a number of factors including peer group comparisons, potential shareholder
dilution, previously granted awards, total compensation, as well as the overall
performance of the Company and the individual.

COMPENSATION OF CHIEF EXECUTIVE OFFICER. Mr. McManus's bonus and long-term
incentive awards were earned pursuant to the same plans made available to other
executive officers, with the same criteria used in establishing amounts of
awards. Mr. McManus's salary for 1996 was $291,500, a 10.00% increase from his
annual salary of $265,000 in 1995. Pursuant to its analysis discussed above
under "Incentive Bonus," the Committee increased the bonus paid to Mr. McManus
for the year by 15.18% from $369,000 in 1995 to $425,000 in 1996 and he was
granted 34,000 stock options (see Option Grants in Last Fiscal Year table). Mr.
McManus's total compensation is in the 20th percentile of the New York Peer
Group.

The Compensation Committee

Peter D. Goodson, Chairman
Ronald H. McGlynn (prior to his resignation)
Robert A. Simms

Stock Performance Graph

The following graph shows a five year comparison of cumulative total
shareholder return on the Company's Common Stock, based on the market price of
the Common Stock, and assuming reinvestment of dividends, with the cumulative
total return of a peer group consisting of institutions comprising the SNL
Thrift Index, the New York Peer Group and the S&P 500 Index.

New York Bancorp Inc.
Stock Performance Graph

[GRAPH APPEARS HERE]

PERIOD ENDING

09/30/91 09/30/92 09/30/93 09/30/94 09/30/95 09/30/96
-------------------------------------------------------------------------------------------------------

New York Bancorp-NY 100.00 246.01 417.80 439.21 455.20 764.55
NYB Peer Group 100.00 120.40 186.05 208.99 250.14 317.85
S&P 500 Total Return 100.00 111.05 125.49 130.11 168.82 203.13
SNL Thrift Index 100.00 118.32 185.82 205.19 269.29 326.02

Summary Compensation Table

The following table sets forth the compensation paid by the Company and its
wholly-owned subsidiary for services rendered during the fiscal years ended
September 30, 1996, 1995, and 1994, to the Chief Executive Officer and the four
highest paid executive officers who received salary and bonus in excess of
$100,000 in fiscal year 1996.

LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------------- --------------------------------

OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING ALL OTHER
NAME AND SALARY BONUS COMPEN- STOCK OPTIONS/ COMPEN-
PRINCIPAL POSITION YEAR $ (1) $ (2) SATION $ (3) AWARD $ SARS #(4) SATION $ (5)
- -------------------------- --------- -------- -------- ------------- ----------- ------------------- -------------

Michael A. McManus, Jr. 1996 $291,500 $425,000 - - - - - - 34,000 $35,825
President, Chief Executive 1995 265,000 369,000 - - - - - - 56,000 31,722
Officer 1994 242,550 335,000 - - - - - - 49,500 30,963

Patrick E. Malloy, III 1996 150,000 425,000 - - - - - - 34,000 28,749
Chairman of the Board 1995 125,000 369,000 - - - - - - 56,000 24,719
1994 105,000 335,000 - - - - - - 49,500 22,903

Stan I. Cohen, 1996 181,500 300,000 - - - - - - 20,000 24,075
Senior Vice President, 1995 165,000 213,000 - - - - - - 35,000 18,916
Controller, Secretary 1994 148,838 192,500 - - - - - - 33,000 18,347

Edward J. Steube 1996 135,850 120,000 - - - - - - 5,000 12,792
First Vice President, 1995 130,000 95,000 - - - - - - 8,000 11,260
Business Development 1994 120,000 80,000 - - - - - - 1,100 7,611

Robert J. Anrig 1996 142,415 25,000 - - - - - - 5,000 3,687
First Vice President, 1995 136,282 25,000 - - - - - - 6,000 3,879
Lending 1994 129,792 20,000 - - - - - - 1,650 8,607

(1) Includes amounts deferred by the individual pursuant to the Bank's 401(k) Plan and Deferred Compensation Plan.
(2) Includes bonuses awarded pursuant to the Bank's incentive bonus plan. Criteria for receiving such bonuses are discussed under
"Report of the Compensation Committee on Executive Compensation."
(3) For fiscal 1996, there were no (a) perquisites amounting to the lesser of $50,000 or 10% of the individual's total salary and
bonus for the year; (b) payments of above market or preferential earnings on deferred compensation; (c) payments of earnings
with respect to long term incentive plans prior to settlement or maturity; (d) tax payment reimbursements; or (e) preferential
discounts on stock.

(footnotes continued on next page)

(4) The Company maintains various stock option and long-term incentive plans which provide for the award of stock options and stock
appreciation rights. See "Stock Option Plans."
(5) Includes amounts contributed by the Bank on behalf of the named individuals pursuant to the Bank's 401(k) Plan and Executives
Supplemental Benefits Plan. For fiscal 1996, the amounts contributed by the Bank pursuant to the 401(k) Plan and Executives
Supplemental Benefits Plan were respectively $4,750 and $31,075 for Mr. McManus; $4,750 and $23,999 for Mr. Malloy; $4,750 and
$19,325 for Mr. Cohen; $4,750 and $8,042 for Mr. Steube; $3,687 and $ -0- for Mr. Anrig.

Stock Option Plans

The Company maintains several stock option plans which provide for
discretionary option awards to officers and key employees of the Company and
Bank as determined by the Compensation Committee. The following table lists all
grants of options under such plans to the Named Executive Officers for fiscal
1996 and contains certain information regarding potential value of those options
based upon certain assumptions as to the appreciation of the Company's stock
over the life of the option.

Option/SAR Grants in Last Fiscal Year
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION/SAR TERM (3)
- ---------------------------------------------------------------------------------------------------- ----------------------------
PERCENTAGE OF
NUMBER OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE
NAME GRANTED FISCAL YEAR $/SHARE (2) EXPIRATION DATE 5% $ 10% $
- ------------------------ -------------- -------------- -------------- ---------------------- ------------ -----------

Michael A. McManus, Jr. 34,000 22.19% $22.25 01/23/06 $475,759 $1,205,666

Patrick E. Malloy, III 34,000 22.19% 22.25 01/23/06 475,759 1,205,666

Stan I. Cohen 20,000 13.05% 22.25 01/23/06 279,858 709,215

Edward J. Steube 5,000 3.26% 22.25 01/23/06 69,965 177,304

Robert J. Anrig 5,000 3.26% 22.25 01/23/06 69,965 177,304

(1) Options granted to Named Executive Officers vest 33 1/3 per cent per annum commencing January 23, 1997, and are for a term of
ten years. All options become 100% exercisable upon death, disability, retirement or a change in control of the Company or
Bank, as defined under the plans. In addition, the vesting of non-statutory stock options may be accelerated by the
Compensation Committee.
(2) The purchase price may be made in whole or in part through the surrender of previously held shares of Common Stock.
(3) The amounts represent certain assumed rates of appreciation only. Actual gains, if any, on stock option exercises and Common
Stock holdings are dependent on the future performance of the Common Stock and overall market conditions. There can be no
assurance that the amounts reflected in this table will be realized.

The following table shows options exercised by the Named Executive Officers
during fiscal 1996, including the aggregate value of gains realized on the date
of exercise. Also reported are the number of shares of Common Stock represented
by outstanding stock options held by the Named Executive Officers as of
September 30, 1996, and values for "in-the-money" options, which represent the
positive spread between the year-end market value of the Common Stock and the
exercise price of any existing stock options.

Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values:

NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL YEAR-END $ (3) AT FISCAL YEAR-END $ (4)
--------------------------- -----------------------------
NUMBER
OF SHARES
ACQUIRED
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED $ UNEXERCISABLE UNEXERCISABLE
- ----------------------- ------------- ---------------- ------------------------------ -----------------------------

Michael A. McManus, Jr. 9,150 $ 78,433 (1) 108,467 / 89,600 $1,781,503 / 1,015,347
59,400 / - - - 1,086,485 / - - -

Patrick E. Malloy, III - - - - - - 140,766 / 87,834 2,467,126 / 992,830
- - - - - - 59,400 / - - - 1,086,485 / - - -

Stan I. Cohen 6,600 119,895 (2) 33,666 / 54,334 441,587 / 619,556
- - - - - - 19,800 / - - - 362,162 / - - -

Edward J. Steube - - - - - - 7,524 / 10,701 119,463 / 119,901

Robert J. Anrig 3,700 51,785 (3) 3,112 / 9,550 40,823 / 105,394

(1) Market value of underlying Common Stock at date of exercise of 7,499 options, $21.50 per share, less the exercise price of
$13.334 per share; the market value of underlying Common Stock at date of exercise of 1,651 options, $23.75 per share, less the
exercise price of $13.334 per share.
(2) Market value of underlying Common Stock at date of exercise of 6,600 options, $31.50 per share, less the exercise price of
$13.334 per share.
(3) Market value of underlying Common Stock at date of exercise of 3,700 options, $21.875 per share, less the exercise price of
$7.879 per share.
(4) Represents the difference between the market value of the underlying Common Stock of $31.625 per share at September 30, 1996
and a weighted average exercise/base price of $15.20 per share for exercisable options, $20.29 per share for unexercisable
options, and $13.334 for SARs for Mr. McManus; $14.10 per share for exercisable options, $20.32 per share for unexercisable
options, and $13.334 for SARs for Mr. Malloy; $18.51 per share for exercisable options, $20.22 per share for unexercisable
options, and $13.334 for SARs for Mr. Cohen; $18.51 per share for exercisable options and $20.59 per share for unexercisable
options for Mr. Anrig; and $15.75 per share for exercisable options and $20.42 per share for unexercisable options for Mr.
Steube.

Retirement Plan

The Bank maintains the Retirement Plan of Home Federal Savings Bank
("Retirement Plan"), which is a defined benefit pension plan, for the benefit of
employees of the Bank. The table below presents annual benefits under the
Retirement Plan assuming retirement during 1996 at various levels of
compensation and years of credited service.

In addition, the table includes the Home Federal Savings Bank Supplemental
Executive Retirement Plan (the "SERP") which is intended to restore benefits
that otherwise would be reduced pursuant to limitations contained in the
Internal Revenue Code. Such benefits will be paid out pursuant to the same
formula as the Retirement Plan. However, such payments will be made in a lump
sum upon reaching retirement age.

AMOUNT OF ANNUAL RETIREMENT BENEFIT AT AGE 62 WITH CREDITED SERVICE OF: (1)(2)(3)
-------------------------------------------------------------------------------------------------
FINAL AVERAGE
SALARY 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ------------------- ------------------ ------------- ------------------ -------------- ------------------

-------------------------------------------------------------------------------------------------

$ 125,000 14,925 19,900 24,875 29,850 29,850
150,000 (5) 18,675 24,900 31,125 37,350 37,350
175,000 22,425 29,900 37,375 44,850 44,850
200,000 26,175 34,900 43,625 52,350 52,350
225,000 29,925 39,900 49,875 59,850 59,850
250,000 33,675 44,900 56,125 67,350 67,350
300,000 41,175 54,900 68,625 82,350 82,350
400,000 56,175 74,900 93,625 112,350 112,350
450,000 63,675 84,900 106,125 127,350 127,350
500,000 71,175 94,900 118,625 142,350 142,350
550,000 78,675 104,900 131,125 157,350 157,350
600,000 86,175 114,900 143,625 172,350 172,350
650,000 93,675 124,900 156,125 187,350 187,350
700,000 101,175 134,900 168,625 202,350 202,350
750,000 108,675 144,900 181,125 217,360 217,350
800,000 116,175 154,900 193,625 232,350 232,350
850,000 123,675 164,900 206,125 247,350 247,350
900,000 131,175 174,900 218,625 262,350 262,350

(1) The Retirement Plan defines compensation as total annual compensation, which includes salary, bonus and
certain benefits pursuant to the SERP that are currently taxable to the individual. These components are
included in the Summary Compensation Table.
(2) The years of credited service which the following executive officers would have if they remain with the
Company to age 62 are as follows: Mr. McManus (13 years); Mr. Malloy (13 years); Mr. Cohen (30 years) Mr.
Anrig (19 years) and Mr. Steube (13 years). Current annual earnings are disclosed in the Summary Compensation
Table.
(3) The annual retirement benefits shown in the Table are computed on a straight line annuity basis and reflect a
deduction for social security benefits.
(4) The benefits shown on the above Table reflect the new benefit formula adopted effective January 1, 1995, for
both past and future service. Benefits accrued under the prior formula were grandfathered as of December 31,
1994.
(5) Maximum amount permitted under Internal Revenue Code.

Transactions With Certain Related Persons

The Bank has made loans to its directors, officers and parties related to
them. All loans to directors and officers were made in the ordinary course of
business, were made on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable transactions with
other persons, and did not involve more than the normal risk of collectibility
or present other unfavorable features.

PROPOSAL 2. RATIFICATION OF INDEPENDENT ACCOUNTANTS

The independent accountants for the Company and the Bank for the fiscal
year ended September 30, 1996 were KPMG Peat Marwick LLP. The Company's Board of
Directors has reappointed KPMG Peat Marwick LLP to continue as independent
accountants for New York Bancorp and the Bank for the fiscal year ending
September 30, 1997, subject to ratification of such appointment by the
shareholders. Representatives of KPMG Peat Marwick LLP are expected to attend
the Annual Meeting. They will be given an opportunity to make a statement if
they desire to do so and will be available to respond to appropriate questions
from shareholders present at the Annual Meeting.

UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED PROXY
WILL BE VOTED FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP
AS THE INDEPENDENT ACCOUNTANTS OF THE COMPANY.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP
AS THE INDEPENDENT ACCOUNTANTS OF THE COMPANY.

SHAREHOLDER PROPOSALS

To be considered for presentation at the next annual meeting of
shareholders, a shareholder proposal must be received by the Secretary at the
offices of the Company at the address set forth on the first page of this Proxy
Statement, not later than August 21, 1997. Any such proposal will be subject to
Proxy Rule 14a-8 of the rules and regulations of the Securities and Exchange
Commission.

NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING

The Bylaws of the Company provide an advance notice procedure for certain
business, or nominations to the Board of Directors, to be brought before the
Annual Meeting. In order for a shareholder to properly bring business before the
Annual Meeting or to propose a nominee to the Board, the shareholder must give
written notice to the Secretary of the Company not less than thirty (30) days
before the time originally fixed for such meeting; provided, however, that in
the event that less than forty (40) days notice or prior public disclosure of
the date of the meeting is given or made to shareholders, notice by the
shareholder to be timely must be received not later than the close of business
on the tenth day following the day on which such notice of the date of the
Annual Meeting was mailed or such public disclosure was made. The notice must
include the shareholder's name, record address and number of shares owned by the
shareholder, and describe briefly the proposed business, the reasons for
bringing the business before the Annual Meeting and any material interest of the
shareholder in the proposed business. In the case of nominations to the Board,
certain information regarding the nominee must be provided.

OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING

The Board of Directors knows of no business which may be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Shareholders. If other matters are properly brought before the Annual
Meeting, it is the intention of the persons named in the accompanying Proxy Card
to vote the shares represented thereby on such matters in accordance with their
best judgment.

A COPY OF THE COMPANY'S FORM 10-K (WITHOUT EXHIBITS) FOR THE FISCAL YEAR
ENDED SEPTEMBER 30, 1996, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,
WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS OF RECORD UPON WRITTEN REQUEST
TO STAN I. COHEN, SECRETARY, AT 241-02 NORTHERN BOULEVARD, DOUGLASTON, NEW YORK
11362.

By Order of the Board of Directors

Douglaston, New York /s/ Stan I. Cohen
December 19, 1996 Stan I. Cohen
Secretary

SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.
WHETHER OR NOT YOU HAD PLANNED TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED
TO SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.

PROXY PROXY

NEW YORK BANCORP INC.
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF NEW YORK BANCORP INC.

For Use Only at the Annual Meeting of Shareholders to be Held on
January 28, 1997 and at any Adjournments or Postponements Thereof.

The undersigned hereby appoints John E.D. Grunow, Jr. and Walter R.
Ruddy, or either of them, with full power of substitution, to act as attorneys
and proxies for the undersigned, and to vote all shares of common stock of New
York Bancorp Inc. (the "Company"), which the undersigned is entitled to vote, at
the Annual Meeting of Shareholders to be held at the Adria Conference Center,
220-33 Northern Boulevard, Bayside, New York on Tuesday, January 28, 1997 at
10:00 a.m. and all adjournments or postponements thereof, on the matters set
forth below, as follows:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FORM" EACH OF THE NOMINEES
SPECIFIED UNDER PROPOSAL 1 AND "FOR" PROPOSAL 2

1. Election of Directors

/_/ FOR all nominees listed below /_/ WITHHOLD AUTHORITY
(except as written to the contrary (to vote for all
below) nominees listed below)

Geraldine A. Ferraro, Peter D. Goodson and Robert A. Simms

Instructions: To withhold authority to vote for any individual nominee,
write the nominee's name on the line below.

- --------------------------------------------------------------------------------

2. Ratification of the appointment of KPMG Peat Marwick LLP as independent
accountants for the fiscal year ending September 30, 1997:

/_/ FOR /_/ AGAINST /_/ ABSTAIN
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY

The undersigned further gives John E.D. Grunow, Jr. and Walter R. Ruddy,
or either of them, with full power of substitution, authority in their
discretion to vote upon such other business as may properly come before the
Annual Meeting or any adjournments or postponements thereof.

The proxy is revocable and, when properly executed, will be voted in the
manner directed herein by the undersigned. IF NO DIRECTIONS ARE MADE, THIS PROXY
WILL BE VOTED "FOR" EACH OF THE NOMINEES LISTED ON THE REVERSE SIDE AND "FOR"
PROPOSAL 2.

The undersigned acknowledges receipt form the Company prior to execution
of this proxy of the Notice of Annual Meeting of Shareholders and accompanying
Proxy Statement, both dated December 19, 1996.

Date:
---------------------------------

--------------------------------------
Signature:

-------------------------------------
Signature:

Please sign exactly as your name
appears hereon. Joint owners should
each sign personally. When signing as
attorney, executor, administsrator,
trustee or guardian, please give full
title as such.

PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED POSTAGE
PRE-PAID ENVELOPE