LONG ISLAND BANCORP INC
10-Q, 1998-02-17
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                    FORM 10-Q
                        SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549

(Mark One)

     [x]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934.

           For the quarterly period ended December 31, 1997.

                                                           OR

     [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934.

           For the transition period from                      to
           Commission file number 0-23526

                                Long Island Bancorp, Inc.
                  (Exact name of registrant as specified in its charter)

           Delaware                                     11-3198508
(State or other jurisdiction of                 (IRS Employer Identification
incorporation or organization)                             Number)

201 Old Country Road, Melville, New York                 11747-2724
(Address of principal executive offices)                  (Zip Code)

                                        (516) 547-2000
                   (Registrant's telephone number, including area code)

                    (Former name, former address and former fiscal year,
                                if changed since last report)

         Indicate by check mark whether the registrant  (1) has filed all the
reports required to be filed by Section 13 or 15(d) of the  Securities Exchange
Act of 1934 during the preceding 12 months (or for such  shorter  period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                                           YES X NO ___

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

               24,028,550 Shares were outstanding as of December 31, 1997
<PAGE>
<TABLE>
<CAPTION>
                               LONG ISLAND BANCORP, INC.
                                      FORM 10-Q
                                        INDEX

PART I - FINANCIAL INFORMATION                                                          Page
<S>            <C>                                                                       <C>         
ITEM 1.        Financial Statements

               Consolidated Statements of Financial Condition at
                    December 31, 1997 and September 30, 1997                                                 3

               Consolidated Statements of Operations for the three months ended
                    December 31, 1997 and 1996                                                               4

               Consolidated Statement of Changes in Stockholders' Equity for the
                    three months ended December 31, 1997                                                     5

               Consolidated Statements of Cash Flows for the three months ended
                    December 31, 1997 and 1996                                                               6

               Notes to the Consolidated Financial Statements                                              7 - 8

ITEM 2.        Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                                                    8 - 17

ITEM 3.        Quantitative and Qualitative Disclosures about Market Risk                                 18 - 19


PART II - OTHER INFORMATION

ITEM 1.        Legal Proceedings                                                                             20

ITEM 2.        Changes in Securities                                                                         21

ITEM 3.        Defaults Upon Senior Securities                                                               21

ITEM 4.        Submission of Matters to a Vote of Security Holders                                           21

ITEM 5.        Other Information                                                                             21

ITEM 6.        Exhibits and Reports on Form 8-K                                                              22

               Signature Page                                                                                23
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                            LONG ISLAND BANCORP, INC.
                                  AND SUBSIDIARY
                    Consolidated Statements of Financial Condition
                          (In thousands, except share data)
                                                                                   December 31,          September 30,
                                                                                       1997                 1997
                                                                                 -----------------   -------------------
      A S S E T S
<S>                                                                                     <C>                   <C> 
Cash and cash equivalents (including interest-earning assets
of $53,105 and $9,735, respectively)                                            $         121,028    $           43,705
Investment in debt and equity securities, net:
      Available-for-sale                                                                  292,064               138,578
Mortgage-backed securities, net:
      Held-to-maturity (estimated fair value of
         $19,959 and $20,188, respectively)                                                21,957                22,223
      Available-for-sale                                                                1,689,292             1,808,471
Stock in Federal Home Loan Bank of New York, at cost                                       48,724                48,724
Loans held for sale                                                                       188,744               157,617
Loans receivable held for investment, net:
      Real estate loans, net                                                            3,330,109             3,333,185
      Commercial loans, net                                                                 9,393                 6,465
      Other loans, net                                                                    181,246               178,325
                                                                                 -----------------   -------------------
      Loans, net                                                                        3,520,748             3,517,975
      Less allowance for possible loan losses                                            (33,734)              (33,881)
                                                                                 -----------------   -------------------
      Total loans receivable held for investment, net                                   3,487,014             3,484,094
Mortgage servicing rights, net                                                             44,176                41,789
Office properties and equipment, net                                                       87,007                88,466
Accrued interest receivable, net                                                           33,299                35,334
Investment in real estate, net                                                             10,366                 9,103
Deferred taxes                                                                             16,529                16,547
Excess of cost over fair value of assets acquired                                           4,961                 5,069
Prepaid expenses and other assets                                                          27,363                31,064
                                                                                 -----------------   -------------------
Total assets                                                                     $      6,072,524    $        5,930,784
                                                                                 =================   ===================

      L I A B I L I T I E S A N D S T O C K H O L D E R S ' E Q U I T Y
Liabilities:
      Deposits                                                                   $      3,742,432    $        3,730,503
      Official checks outstanding                                                          53,533                26,840
      Borrowed funds,net                                                                1,613,934             1,501,456
      Mortgagors' escrow payments                                                          48,169                69,353
      Accrued expenses and other liabilities                                               57,203                56,257
                                                                                 -----------------   -------------------
Total liabilities                                                                       5,515,271             5,384,409
Stockholders' equity:
      Preferred stock ($0.01 par value, 5,000,000 shares authorized;
         none issued)
                                                                                    ---                 ---
      Common stock ($0.01 par value, 45,000,000 shares authorized;
         26,816,464 shares issued, 24,028,550 and 24,022,924 outstanding,
         respectively)                                                                        268                   268
      Additional paid-in capital                                                          310,238               309,372
      Unallocated Employee Stock Ownership Plan                                          (17,887)              (18,079)
      Unearned Management Recognition & Retention Plan                                    (3,409)               (3,816)
      Unrealized gain on securities available-for-sale, net of tax                         12,444                12,947
      Retained income-partially restricted                                                329,522               319,756
      Treasury stock, at cost (2,787,914 and 2,793,540 shares, respectively)             (73,923)              (74,073)
      ..........
                                                                                 -----------------   -------------------
Total stockholders'  equity                                                               557,253               546,375
                                                                                 -----------------   -------------------
Total liabilities and stockholders' equity                                       $      6,072,524    $        5,930,784
                                                                                 =================   ===================

</TABLE>
See accompanying notes to unaudited consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>
                                                LONG ISLAND BANCORP, INC.
                                                     AND SUBSIDIARY
                                          Consolidated Statements of Operations
                                      (In thousands, except for per share data)

                                              FOR THE THREE MONTHS ENDED
                                                    DECEMBER 31,
                                     -------------------------------------------
                                                 1997          1996
                                           ------------- -------------
<S>                                              <C>           <C>  
Interest income:
   Real estate loans                       $     65,339  $     59,159
   Commercial loans                                 151           178
   Other loans                                    4,296         3,904
   Mortgage-backed securities                    28,579        28,999
   Debt and equity securities                     6,152         3,730
                                           ------------- -------------
        Total interest income                   104,517        95,970
                                           ------------- -------------
Interest expense:
   Deposits                                      41,442        39,438
   Borrowed funds                                24,108        16,276
                                          ------------- -------------
        Total interest expense                   65,550        55,714
                                          ------------- -------------
        Net interest income                      38,967        40,256
Provision for possible loan losses                1,500         1,500
                                          ------------- -------------
        Net interest income after 
        provision for possible loan losses       37,467        38,756
       
                                          ------------- -------------
Non-interest income:
   Fees and other income:
      Loan fees and service charges                 838         1,006
      Loan servicing fees                         2,584         3,382
      Income from insurance and securities
      commissions                                   690           507
      Deposit service fees                        1,453         1,528
                                          ------------- -------------
        Total fee income                          5,565         6,423
      Other income                                  993           861
                                          ------------- -------------
        Total fees and other income               6,558         7,284
                                          ------------- -------------
   Net gains on sale activity:
      Net gains on loans and mortgage-backed 
      securities                                  3,959         1,975
      Net gain (loss) on investment in 
      debt and equity securities                    219            99
                                           ------------- -------------
        Total net gains on sale activity          4,178         2,074
   Net gain (loss) on investment in real           (443)         (515)
   estate and premises                     ------------- -------------
        Total non-interest income                10,293         8,843

Non-interest expense:
   General and administrative expense:
      Compensation, payroll taxes and fringe  
      benefits                                   14,310        14,128
      Advertising                                   607         1,255
      Office occupancy and equipment              5,489         5,397
      Federal insurance premiums                    796         1,903
      Other general and administrative expense    4,276         4,265
                                            ------------- -------------
        Total general and administrative 
        expense                                  25,478        26,948
   Litigation expense - goodwill lawsuit            593           359
   Amortization of excess of cost over fair                      
   value of assets acquired                         108           110                        
        Total non-interest expense               26,179        27,417
                                            ------------- -------------
Income before income taxes                       21,581        20,182
Provision for income taxes                        8,399         8,248
                                            ------------- -------------
Net income                                 $     13,182  $     11,934
                                            ============= =============

Basic earnings per common share            $       0.59  $       0.53
                                            ============= =============

Diluted earnings per common share          $       0.57  $       0.51
                                            ============= =============
</TABLE>

(a)  Net income per share amounts for the period ended December 31, 1996, has
     been restated to reflect the adoption of Statement of Financial Accounting
     Standards ("SFAS") No. 128 , "Earnings per Share". SFAS No. 128 replaces 
     primary earnings per share ("EPS") with basic EPS and fully diluted EPS 
     with diluted EPS.

See accompanying notes to unaudited consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION> 

                                           LONG ISLAND BANCORP, INC.
                                                 AND SUBSIDIARY
                            Consolidated Statement of Changes In Stockholders' Equity
                                      Three Months Ended December 31, 1997
                                        (In thousands, except share data)
                                                  
                                                   UNALLOCATED    UNEARNED    UNREALIZED
                                                     EMPLOYEE     MANAGEMENT    GAIN ON      RETAINED
                                       ADDITIONAL      STOCK     RECOGNITION   SECURITIES     INCOME -
                             COMMON     PAID-IN      OWNERSHIP   & RETENTION   AVAILABLE     PARTIALLY      TREASURY
                              STOCK     CAPITAL        PLAN          PLAN       FOR SALE     RESTRICTED      STOCK      TOTAL
                           ---------- ------------ ------------ ------------  ------------  ------------- -----------  ---------

<S>                          <C>           <C>      <C>             <C>           <C>          <C>            <C>          <C>    
Balance at September 30,
1997                       $   268    $ 309,372    $(18,079)  $    (3,816)  $    12,947      $ 319,756    $ (74,073)   $ 546,375

Net income                                                                                      13,182       13,182 

Allocation/amortization
of ESOP and MRP stock and
related tax benefits                        809         192           407                                                  1,408
 
Change in unrealized 
gains on securities 
available-for-sale,                                                               (503)                                     (503)
net of taxes
          
Dividends                                                                                               (3,336)           (3,336)

Exercise of stock  
options (5,626 shares)                      57                                                    (80)          150          127
and related tax benefits

                         ---------- -----------   ----------   ----------    ------------  ------------  -----------  -----------
Balance at December       $   268    $ 310,238    $ (17,887)    $ (3,409)     $  12,444     $  329,522    $ (73,923)   $ 557,253
31, 1997 
                         ========== ===========  ============  ===========   ============= =============  ==========  ===========
</TABLE>
See accompanying notes to unaudited consolidated financial statements.

<PAGE>
<TABLE>
<CAPTION>

                                                                                       7
                                                                           LONG ISLAND BANCORP, INC.
                                                                                 AND SUBSIDIARY
                                                                     Consolidated Statements of Cash Flows
                                                                                 (In thousands)

                                                                            For the Three Months Ended
                                                                           -----------------------------
                                                                                    December 31,
                                                                           -----------------------------
                                                                               1997              1996
                                                                           ------------      -----------
<S>                                                                        <C>               <C>          
Operating activities:
   Net income                                                              $    13,182       $   11,934
   Adjustments to reconcile net income to net cash provided by
   operating activities:
   Provision for possible loan losses                                            1,500            1,500
   Write-off of real estate owned and investment in real estate                    102              141
   Gains on sale of real estate owned and investment in real estate,              (81)             (42)
   net
   Depreciation and amortization                                                 5,219            3,550
   Amortization of premiums, net of discount accretion-debt, equity
   and mortgage-backed
    securities                                                                 (1,421)                7
   Accretion of discounts, net of amortization of premiums-purchase                 66              219
   accounting
       and goodwill amortization
   Employee Stock Ownership Plan/Management Recognition & Retention              1,248            2,139
   Plan expense.
   Gains on sales of loans and mortgage-backed securities, net                 (3,959)          (1,975)
   Originations of loans held-for-sale, net of proceeds from sales            (33,689)         (31,759)
   Gains on sales of debt and equity securities, net                             (219)             (98)
   Decrease (increase) in accrued interest receivable                            2,035             (85)
   Increase (decrease) in accrued and other liabilities                            946         (49,571)
   Increase in official checks outstanding                                      26,693            6,097
   Increase in prepaid expenses, deferred taxes and other assets                 3,721            7,899
   Net increase (decrease) in unearned income                                      852          (4,546)
                                                                           ------------      -----------
    Net cash provided (used) by operating activities                            16,195         (54,590)
                                                                           ------------      -----------
Investing activities:
   Proceeds from sales of debt and equity securities,                              219           15,000
   available-for-sale
   Proceeds from sales of mortgage-backed securities,                          311,316          173,521
   available-for-sale
   Proceeds from maturities of and principal payments on debt and              173,626           36,263
   equity securities
   Principal payments on mortgage-backed securities                            118,592           70,186
   Purchases of debt and equity securities, available-for-sale               (325,104)         (33,921)
   Purchases of mortgage-backed securities, available-for-sale               (190,140)         (50,015)
   Originations and purchases of loans held-for-investment, net of           (128,656)         (484,280)
   principal payments
   Proceeds from sale of real estate owned, office properties and                3,086            1,871
   equipment
   Purchases of office properties and equipment                                (1,535)          (2,544)
   Purchase of mortgage servicing rights                                           ---          (4,045)
                                                                           ------------      -----------
    Net cash used by investing activities                                     (38,596)         (277,964)
                                                                           ------------      -----------
Financing activities:
   Net increase in demand deposits, NOW accounts and savings accounts.          11,878            3,752
   Net decrease in mortgagors' escrow accounts                                (21,184)         (19,816)
   Net increase  in certificates of deposit                                         51           24,363
   Costs to repurchase common stock                                                ---          (5,992)
   Proceeds from the exercise of stock options                                      70              221
   Cash dividends paid on common stock                                         (3,569)          (2,427)
   Net increase (decrease) in short-term borrowings                              4,580         (10,994)
   Net increase in long-term borrowings                                        107,898          433,921
                                                                           ------------      -----------
    Net cash provided by financing activities                                   99,724          423,028
                                                                           ------------      -----------
    Increase in cash and cash equivalents                                       77,323           90,474
   Cash and cash equivalents at the beginning of the quarter                    43,705           76,348
                                                                           ------------      -----------
   Cash and cash equivalents at the end of the quarter                     $   121,028       $  166,822
                                                                           ============      ===========
Supplemental disclosures of cash flow information:
   Cash paid during the quarters for:
    Interest on deposits and borrowed funds                                $    59,393       $   54,058
                                                                           ============      ===========
    Income taxes                                                           $     5,295       $    3,845
                                                                           ============      ===========
   Non-cash investing activities:
    Additions to real estate owned, net                                    $     3,656       $    3,013
                                                                           ============      ===========
    Securitization of loans                                                $   119,932       $  191,306
                                                                           ============      ===========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

<PAGE>        
                  LONG ISLAND BANCORP, INC.
                               AND SUBSIDIARY
                   Notes to Consolidated Financial Statements

1.       Basis of Presentation

         The accompanying  unaudited  consolidated  financial statements include
         the accounts of Long Island Bancorp, Inc. ("Company") and its 
         wholly-owned  subsidiary The Long Island Savings Bank, FSB ("Bank").

         The unaudited  consolidated  financial statements included herein
         reflect all adjustments which are, in the opinion of management,  
         necessary for the fair presentation of the  Company's  interim 
         financial  condition  as of the dates  indicated  and the results o
         operations  for the periods  shown.  In  preparing  the  accompanying
         consolidated  financial statements,  management is required to make 
         estimates and assumptions that affect the reported amounts of assets 
         and liabilities as of the date of the consolidated  statements of 
         financial  condition and of income and expenses for the periods 
         presented in the statement of operations.  The results of operations
         for the three  months ended  December 31, 1997 are not  necessarily  
         indicative  of the results of  operations  to be expected for the 
         remainder of the year.  Certain information and note disclosures 
         normally included in financial  statements prepared in accordance with
         generally accepted  accounting  principles have been condensed 
         or omitted pursuant to the rules and regulations of the Securities and 
         Exchange Commission ("SEC").

         These unaudited  consolidated  financial statements should be read in
         conjunction with the audited consolidated  financial statements and
         notes thereto included in the Company's Annual Report to Shareholders 
         and Form 10-K for the fiscal year ended September 30, 1997.

         Certain reclassifications have been made to conform the prior period's 
         consolidated financial statements to the current presentation.

2.       Earnings Per Share of Common Stock

         Basic EPS is determined by dividing net income available to common
         stockholders for the period by the weighted average number of common
         shares  outstanding during the same period.  Diluted EPS reflects the 
         potential  dilution that could occur if securities  or other  contracts
         to issue common stock were  exercised or converted  into common stock
         or resulted in the issuance of common stock which then shared in the 
         earnings of the entity.  The weighted  average  number of common  
         shares  outstanding for basic and dilutive EPS  calculations  for the 
         three months ended are presented on page 15 herein.  The additional 
         number of shares  included in the calculation of diluted EPS due to 
         dilutive options was 883,890 and 780,864, respectively for the quarters
         ended December 31, 1997 and 1996.

3.       Cash and Cash Equivalents

         Effective December 31, 1997, the Company adopted SFAS No. 128, 
         "Earnings per Share".  This statement establishes standards for 
         computing and presenting EPS for entities with publicly held common 
         stock and common stock equivalents.  The statement simplifies the
         computations of EPS that were previously found in APB Opinion No. 15 
         "Earnings Per Share". This statement requires a reconciliation of the
         numerator and denominator of the two EPS calculations and the
         restatement of all prior period EPS data presented after adoption.

         For purposes of reporting cash flows,  cash and cash  equivalents 
         include cash on hand,  amounts due from banks and short-term loans to
         commercial banks with original terms to maturity of less than three
         months.


4.       Recent Developments

         On December 18, 1997,  the Company  announced the  declaration  of its
         thirteenth  quarterly  dividend,  in the amount of fifteen cents 
         ($0.15) per common share.  The dividend is payable on February 13, 1998
         to shareholders of record at the close of business on January 14, 1998.


Item 2.  Management's Discussion and Analysis

General

The Company was  incorporated  in the State of Delaware in December 1993 at the
direction of the Board of Directors of the Bank for the purpose of becoming a 
holding company to own all of the outstanding capital stock of the Bank upon its
conversion from a mutual to a stock form of organization.  The  mutual-to-stock
conversion was completed on April
14, 1994.

Financial Condition

Total assets at December  31, 1997 were $6.1  billion,  an increase of $141.7 
million,  or 2.4%,  from  September  30, 1997.  The increase in assets is  
principally  due to an increase in investment in debt and equity  securities 
available for sale of $153.5  million,  to $292.1 million at December 31, 1997 
from $138.6 million at September 30, 1997. Further  contributing  to the growth 
in assets was the increase in cash and cash  equivalents  of $77.3  million,  
to $121.0  million at December 31, 1997 from $43.7 million at September 30, 1997
and an increase in total net loans held for  investment  and for sale of $34.0 
million, to $3.7 billion at December 31, 1997.  Partially  offsetting  these
increases was a reduction of $119.2 million, or 6.5%, in mortgage-backed 
securities  available for sale to $1.7 billion at December 31, 1997 from $1.8 
billion at September 30, 1997.

Non-performing  assets increased by $0.1 million, or 0.2%, to $53.8 million at
December 31, 1997 from $53.7 million at September 30, 1997,  reflecting a $1.3 
million increase in real estate owned offset by a $1.2 million decrease in 
non-performing  loans.  Despite the marginal increase in non-performing  assets,
the ratios of non-performing  assets to total assets and  non-performing  loans
to total gross loans  improved by 2 basis  points to 0.89% at December  31, 1997
from 0.91% at  September  30, 1997 and 4 basis points to 1.24% at December 31, 
1997 from 1.28% at September 30, 1997, respectively.  This improvement reflects
the growth in total assets and total gross loans.

Total liabilities at December 31, 1997 were $5.5 billion, an increase of $130.9
million since September 30, 1997.  The  increase in total  liabilities  
primarily  reflects an increase in borrowed  funds of $112.5  million,  or 7.5%,
to $1.6 billion at December 31, 1997 from $1.5 billion at September 30, 1997 
and an increase in total deposits of $11.9 million, or 0.3%, when compared with
September 30, 1997.

Stockholders'  equity increased by $10.9 million,  or 2.0%, to $557.3 million at
December 31, 1997 from $546.4 million at September 30, 1997. The increase
consists of earnings of $13.2  million,  $1.4 million  related to the Company's 
stock benefit  plans and $0.1 million  related to the exercise of stock options
and the related tax benefits.  These increases  were  partially  offset by a
decline of $0.5 million in unrealized  gains on securities  classified as 
available-for-sale,  net of tax, and the  declaration of $3.3 million in 
dividends.  At December 31, 1997, the Company's ratio of stockholders' equity to
total assets was 9.18% and book value per share was $23.19.


Liquidity, Regulatory Capital and Capital Resources

General.  The  Company's  primary  sources of funds are deposits and proceeds 
from  principal and interest  payments on loans,  mortgage-backed  securities 
("MBS`s") and other securities.  While maturities and scheduled  amortization of
loans and MBS`s are predictable sources of funds,  deposit flows and mortgage 
prepayments are greatly influenced by general  interest rates,  economic
conditions and  competition.  In addition,  the Company uses  borrowings as an
alternative and sometimes a less costly source of funds.  The Company's primary 
sources of borrowings are through the sales of securities under agreements to 
repurchase  ("reverse-repurchase  agreements"),  a funding note issued in fiscal
1996 and a medium-term note issued in fiscal 1997.

The Bank is required to maintain  minimum levels of liquid assets as defined by
Office of Thrift  Supervision  ("OTS")  regulations.  During  November 1997,
the OTS lowered the liquidity requirements from 5% to 4% of the Bank`s liquidity
base.  Additionally,  the OTS streamlined the calculations used to measure 
compliance with liquidity  requirements,expanded the types of assets that can be
considered  liquid and reduced the liquidity  base by modifying the  definition
of net  withdrawable  account to exclude  accounts with maturities  exceeding 
one year. At December 31, 1997, the Banks liquid asset ratio was 22.31%.  The 
current  liquidity ratio is above the regulatory  requirements in accordance
with the Banks investment objective of investing in short-term debt securities 
and MBS`s.  Future levels may vary.

The Company's most liquid assets are cash and short-term  investments.  The
levels of these assets are dependent on the Company's  operating,  financing,  
lending and investing activities during any given period.

The primary  investment  activity of the Bank is the  origination  and purchase 
of real estate loans and other loans.  During the three months ended December 
31, 1997, the Bank originated or purchased real estate loans in the amount of
$617.9  million,  including $4.8 million which  represents the bulk purchase of
loans,  and other loans in the amount of $26.3 million.  The Bank  purchases
mortgage-backed  securities to reduce  liquidity not otherwise  required to meet
loan demand.  Purchases of  mortgage-backed  securities totaled  $187.9  million
for the three months ended  December 31, 1997.  Other  investing  activities  
may include  investing  in U.S.  government  securities,  federal  agency 
obligations and asset-backed securities.

Liquidity management of the Company is both a daily and long-term component of 
management's  strategy.  Excess funds are generally invested in short-term and 
intermediate-term securities.  In the event that the Bank should  require  funds
beyond its ability to generate them  internally,  additional  sources of funds 
are  available  through the use of Federal Home Loan Bank ("FHLB")  advances, 
reverse-repurchase  agreements  and  additional  borrowing of up to $700.0 
million under the Bank`s  medium-term  note program.  In addition, the Bank may
access funds, if necessary, through lines of credit totaling $150.0 million at
December 31, 1997 from an unrelated financial institution.

In  accordance  with the  requirements  of the "OTS" the Bank  established a  
liquidation  account in the amount equal to its capital as of the date of the 
latest  consolidated statement of condition  appearing in the final  prospectus
related to the Company's  initial public offering April 1994. The liquidation 
account is maintained for the benefit of eligible  pre-conversion  depositors 
who continue to maintain their account at the Bank after the conversion.  The 
liquidation account is reduced annually to the extent that eligible  account 
holders reduce their  qualifying  deposits.  In the unlikely event of a complete
liquidation of the Bank,  each eligible  account holder will be entitled to
receive a distribution  from the  liquidation  account.  The Bank is not
permitted to declare or pay a dividend on or to repurchase any of its capital 
stock if the effect would be to cause the Bank's  regulatory  capital to be
reduced below the amount required for the liquidation  account.  Unlike the 
Bank, the Company is not subject to OTS regulatory restrictions  on the
declaration  or payment of dividends to its  stockholders,  although the source
of such dividends  could depend upon dividend  payments from the Bank. The
Company is subject,  however,  to the  requirements  of Delaware law, which 
generally  limit  dividends to an amount equal to the excess of its net assets
(the amount by which total assets exceed total liabilities) over its stated
capital or, if there is no such excess, to its net profits for the current 
and/or immediately preceding fiscal year.

Regulatory Capital Position.  Under OTS capital  regulations,  the Bank is 
required to comply with each of three separate capital adequacy standards.  At 
December 31, 1997, the Bank exceeded each of the three OTS capital requirements,
as illustrated on page 15 herein.

Comparison of Operating Results for the Three Months Ended December 31, 1997 
and 1996

General.  The Company had net income of $13.2  million and diluted EPS of $0.57
for the quarter ended  December 31, 1997 ("1997  quarter").  For the quarter
ended  December 31, 1996 ("1996 quarter"), net income was $11.9 million and
diluted EPS of $0.51 per share.  Basic EPS for the 1997 and 1996 quarters were
$0.59 and $0.53, respectively.

Net Interest  Income.  Net interest  income  decreased by $1.3 million,  or 3.2%
to $39.0 million in the 1997 quarter from $40.3 million in the 1996 quarter. 
The decrease in net interest income  primarily  reflects a 42 basis point 
decline in the net interest margin to 2.67% for the 1997 quarter from 3.09% for
the 1996 quarter.  Contributing to the lower margin were declines in the average
yield on MBS's and real estate loans of 36 and 16 basis points,  respectively,
resulting  from the  flattening of the treasury  yield curve and increased 
competition for mortgage loan originations.  The cost of interest-bearing 
liabilities  increased on the other hand, further  constricting the net interest
margin.  The increased cost of deposit  liabilities  arose from rising short 
term interest rates and the migration of lower-cost  core deposits into time 
deposits.  The rise in the cost of borrowed funds is primarily due to an 
increase in the three month LIBOR rate.  Further  contributing  to the decline 
in the net interest  margin was the increase in average  borrowed  funds and
average  deposits.  Average  borrowed  funds  increased by $504.2  million,  or 
44.5%,  to $1.6 billion for the quarter ended  December 31, 1997 as compared 
with $1.1 billion for the quarter  ended  December 31, 1996.  Average  deposits
increased  $86.8  million to $3.8 billion at December 31, 1997 as compared  with
$3.7 billion at December 31, 1996.  The primary  investment  vehicle used by the
Company for the additional  borrowed  funds and deposits was real estate loans.
Average real estate loans increased by $397.7 million to $3.5 billion at 
December 31, 1997 as compared with $3.1 billion at December 31, 1996.

Provision for Possible Loan Losses.  The provision  for possible  loan losses 
was $1.5 million for both the 1997 quarter and 1996  quarter.  Non-performing 
loans  decreased by $6.7 million to $45.9  million at December 31, 1997
compared  with $52.6  million at December 31, 1996.  At December 31, 1997,  
the ratio of the  allowance  for possible  loan losses to  non-performing  loans
improved to 73.47% from 63.64% at December 31, 1996.  Although  management  
considers the allowance for possible loan losses to be adequate at December 
31, 1997,  if general  economic  trends and real estate  values were to decline,
the level of  non-performing  loans may  increase.  Such an increase  could
result in greater provisions for possible loan losses thereby adversely 
affecting future operating results.

Non-Interest  Income.  Total  non-interest  income  increased by $1.5  million, 
or 16.4%,  to $10.3  million  during the 1997 quarter  compared  with $8.8
million for the 1996 quarter.  The  increase in total  non-interest  income 
primarily  reflects  increases in the net gains on asset sales of $2.1 million 
and an increase of $0.2 million in income from insurance and securities 
commissions.  Net gains on asset sales increased  primarily due to the Company's
mortgage banking activities and greater profits from the sale of mortgage-backed
securities  available for sale. The effect of these  increases was partially
offset by decreases of $0.8 million in loan servicing fee income and $0.2 
million in loan fees and service  charges.  The decline in loan service fee 
income is due to the run off of higher yielding fees from previously 
securitized  home equity loans and the replacement with lower yielding fees from
one-to-four family loans serviced for others.

Non-Interest  Expense.  Total  non-interest  expense  decreased  by $1.2 
million,  or 4.5%,  to $26.2  million  in the 1997  quarter  from $27.4  million
in the 1996  quarter. Contributing to this decrease were reductions in federal 
insurance  premiums of $1.1 million and advertising  expense of $0.6 million. 
Federal insurance premiums decreased due to the 1996  enactment  of the BIF/SAIF
legislation.  The decrease in  advertising  costs  reflects the timing of
certain  initiatives.  Prospectively,  advertising  costs may increase to levels
similar to last fiscal year.  Partially  offsetting this decrease was an 
increase in  compensation  and benefits  expense of $0.2 million.  This increase
was attributable  to an increase in salaries  expense of $0.9  million  offset 
by a decrease in employee  benefits of $0.7  million,  resulting  from the  
stock-based  benefit plan modifications which took effect January 1, 1997.

Provision for Income Taxes.  Income tax expense  increased by $0.2  million,  or
1.8%, to $8.4 million in the 1997 quarter from $8.2 million in the 1996 quarter.
This increase primarily  reflects  higher  pre-tax  income  partially  offset by
a 200 basis point  reduction in the  effective tax rate to 38.92% in the 1997 
quarter from 40.87% in the 1996 quarter.  The decline in the effective tax rate
reflects tax planning initiatives.


Year 2000

The Company has developed  preliminary plans to address the possible  exposures
related to the impact on its computer systems of the year 2000. Key financial,  
information and operational  systems are being  assessed and plans are being 
developed to address  system  modifications  required by December 31, 1999. At
this time,  the Company has not yet determined the cost, which will be expensed 
as incurred,  of evaluating its computer  software or databases,  or of making
any  modifications  required to correct any year 2000 problems.  While the
Company believes it is doing everything  technologically  possible to assure
year 2000 compliance,  it is to some extent dependent upon vendor  cooperation
and any year 2000 compliance failures could result in additional expense to the 
Company.


Impact of New Accounting Standards

Effective  January 1, 1997, the Company adopted SFAS 125,  "Accounting for 
Transfers and Servicing of Financial Assets and  Extinguishments  of  
Liabilities" except for those transactions  that are governed by SFAS 127, 
"Deferral of the Effective  Date of Certain  Provisions of FASB Statement
No. 125". SFAS 127 was issued in December 1996 to extend the effective  date 
of the provisions of SFAS 125 as they relate to secured  borrowings,  collateral
and repurchase  agreements,  dollar rolls,  securities  lending and similar
transactions for one year. SFAS 125 provides  accounting and reporting  
standards for transfers and servicing of financial assets and  extinguishments 
of liabilities  occurring after  December 31, 1996 based on  consistent  
application  of a  financial-components  approach  that focuses on control.
Under this  approach,  after a transfer of financial assets,  an entity  
recognizes  the  financial  and servicing  assets it controls and the 
liabilities  it has  incurred,  derecognizes  financial  assets when control has
been surrendered,  and derecognizes  liabilities when extinguished.  This 
statement  provides  consistent  standards for distinguishing  transfers of
financial assets that are sales from transfers that are secured  borrowings.  
This statement  supersedes SFAS 76,  "Extinguishment  of Debt", and SFAS 77, 
"Reporting by Transferors for Transfers of Receivable with Recourse", and SFAS 
122,  "Accounting for Mortgage Servicing  Rights", and amends SFAS 115, 
"Accounting for Certain  Investments in Debt and Equity  Securities", and SFAS
65, "Accounting for Certain Mortgage Banking Activities". The Company does not
expect SFAS 125, as amended by SFAS 127, to have a material effect on its
financial statements.

In June 1997,  the FASB issued  Statement of Financial  Accounting  Standards
No. 130 ("SFAS 130"),  "Reporting  Comprehensive  Income".  SFAS 130 is 
effective for fiscal years beginning after December 15, 1997 and requires 
reclassification  of financial  statements for earlier  periods  provided for 
comparative  purposes.  The statement  establishes standards for reporting and 
display of  comprehensive  income and its  components.  This  statement 
requires that all items that are required to be recognized as components of
comprehensive  income be reported in a financial  statement that is displayed 
with the same prominence as other  financial  statements.  Comprehensive  income
is defined as all changes in equity during a period except those resulting from 
investments by owners and  distributions  to owners.  The Company has not yet 
determined the impact of SFAS 130 on its financial statements.

In June 1997, the FASB issued Statement of Financial  Accounting  Standards 
No. 131 ("SFAS 131"), "Disclosures about Segments of an Enterprise and Related 
Information".  SFAS 131 is effective for financial  statements for fiscal years 
beginning after December 15, 1997. In the initial year of  application,  
comparative  information for earlier years is to be restated.  The statement 
requires that a public business  enterprise report financial and descriptive 
information  about its reportable  operating  segments.  As the requirements of 
SFAS 131 are disclosure-related, its implementation will have no impact on the
Company's financial condition or results of operations. Safe Harbor Statement 
Under the Private Securities Litigation Reform Act of 1995

This Form 10-Q Report  includes  forward  looking  statements  based on current
management  expectations.  The  Company's  actual  results could differ  
materially  from those management  expectations and the results  discussed in 
these forward looking  statements.  Factors that could cause such a difference
include,  but are not limited to, general economic conditions,  legislative and
regulatory changes, monetary and fiscal policies of the federal government, 
changes in real estate values, interest rates, deposit flows, the cost of funds,
demand for loan products,  demand for financial services,  competition,  changes
in the quality or composition of the Bank's loan and investment  portfolios,
changes in accounting principles, policies or guidelines, and other economic, 
competitive,  governmental and technological factors affecting the Company's 
operations, markets, products, services and prices.  Additional factors are 
described in the Company's other public reports filed with the SEC.

<PAGE>
Average Balance Sheet

The following table sets forth certain information relating to the Company's 
average unaudited  consolidated  statements of financial condition and the 
consolidated  statements of  operations  for the three months ended  December
31, 1997 and 1996,  and reflects the  annualized  average yield on assets and 
average cost of  liabilities  for the periods indicated.  Such annualized 
yields and costs are derived by dividing income or expense by the average
balance of assets or liabilities,  respectively,  for the periods shown.
Average balances are derived from the average daily balances.  The yields and 
costs include fees which are considered adjustments to yields.
<TABLE>
<CAPTION>
                                                            FOR THE THREE MONTHS ENDED DECEMBER 31,
                                  ---------------------------------------------------------------------------------------------

                                                     1997                                            1996
                                  --------------------------------------------   ----------------------------------------------
                                                                  AVERAGE                                          AVERAGE
                                     AVERAGE                      YIELD\            AVERAGE                        YIELD\
                                     BALANCE       INTEREST        COST             BALANCE         INTEREST        COST
                                  --------------  ------------  --------------   --------------  ------------- ----------------
                                                                     (DOLLARS IN THOUSANDS)
INTEREST-EARNING ASSETS
<S>                                <C>             <C>           <C>              <C>              <C>          <C>            
                                         
Interest-earning cash
    equivalents                   $      67,104   $       920          5.44 %    $      58,388   $        766          5.20 %
Debt and equity securities
    and FHLB-NY stock, net (1)          328,775         5,232          6.37            213,001          2,964          5.57
Mortgage-backed securities,           1,762,043        28,579          6.49          1,693,945         28,999          6.85
net (1)
Real estate loans, net (2)            3,503,208        65,339          7.46          3,105,539         59,159          7.62
Commercial and other loans,             172,621         4,447         10.30            140,214          4,082         11.65
net (2)
                                  --------------  ------------  ------------     --------------  ------------- -------------
Total interest-earning assets         5,833,751       104,517          7.17          5,211,087         95,970          7.37
Other non-interest-earning              236,483                                        300,439
assets
                                  --------------  ------------                   --------------  -------------
Total assets                      $   6,070,234   $   104,517                    $   5,511,526   $     95,970
                                  ==============  ============                   ==============  =============

INTEREST BEARING LIABILITIES
Deposits, net                     $   3,795,388   $    41,442          4.33 %    $   3,708,611   $     39,438          4.22 %
Borrowed funds                        1,637,739        24,108          5.84          1,133,506         16,276          5.70
                                  --------------  ------------  ------------     --------------  ------------- -------------
Total interest-bearing                5,433,127        65,550          4.79          4,842,117         55,714          4.56
liabilities
Non-interest-bearing                     87,198                                        144,903
liabilities
                                  --------------                                 --------------
Total liabilities                     5,520,325                                      4,987,020
Total stockholders' equity              549,909                                        524,506
                                  --------------  ------------  ------------     --------------  ------------- -------------
Total liabilities and
stockholders'
  equity                          $   6,070,234   $    65,550                    $   5,511,526   $     55,714
                                  ==============  ------------                   ==============  -------------
Net interest income/spread (3)                    $    38,967          2.38 %                    $     40,256          2.80 %
                                                  ============  ============                     ============= =============
Net interest margin as %
    of interest-earning assets                                         2.67 %                                          3.09 %
    (4)
                                                                ============                                   =============
Ratio of interest-earning
assets to
    interest-bearing                                                 107.37 %                                        107.62 %
    liabilities
                                                                ============                                   =============
</TABLE>

(1)  Debt and equity and mortgage-backed  securities are shown including the 
     average market value appreciation of $22.0 million and $15.8 million, 
     before tax, from SFAS 115 for the three months ended December 31, 1997 and
     1996, respectively.
(2)  Net of unearned discounts,  premiums,  deferred loan fees, purchase 
     accounting discounts and premiums and allowance for possible loan losses,
     and including  non-performing loans and loans held for sale.
(3)  Interest rate spread represents the difference between the average rate on
     interest-earning assets and the average cost of interest-bearing 
     liabilities.
(4)  Net interest margin represents net interest income divided by average 
     interest-earning assets.

<PAGE>

Rate/Volume Analysis

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 have affected the Company's  interest  income and expense  during 
the periods  indicated.  Information  is provided in each category  with respect
to (i) changes  attributable  to changes in volume (changes in volume multiplied
by prior rate), (ii) changes  attributable to changes in rate (changes in rate 
multiplied by prior volume),  and (iii) the net change.  The changes 
attributable to the combined impact of volume and rate have been allocated 
proportionately to the changes due to volume and the changes due to rate.
<TABLE>
<CAPTION>

                                                Three Months Ended December 31, 1997
                                                            Compared to
                                                Three Months Ended December 31, 1996
                                                        Increase/(Decrease)
                                              -----------------------------------------
                                                               Due to
                                              -----------------------------------------
                                                Volume          Rate           Net
                                              ------------  -------------  ------------
                                                            (In thousands)
Interest-earning assets:
<S>                                            <C>           <C>             <C>     
     Interest-earning cash
         equivalents(1)                       $       118   $         36   $       154
 
     Debt and equity securities(2)(3)               1,794            474         2,268

     Mortgage-backed securities(3)                  1,140        (1,560)          (420)

     Real estate loans(4)                           7,439        (1,259)         6,180

     Commercial and other loans(4)                    871          (506)           365

                                              ------------  -------------  ------------
             Total                                 11,362        (2,815)         8,547

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

Interest-bearing liabilities:
     Deposits                                         935          1,069         2,004

     Borrowed funds                                 7,413            419         7,832

                                              ------------  -------------  ------------
             Total                                  8,348          1,488         9,836

                                              ------------  -------------  ------------
Net change in interest income                 $     3,014   $    (4,303)   $   (1,289)

                                              ============  =============  ============
</TABLE>

(1)  Cash equivalents include amounts due from banks and short-term loans to
     commercial banks with original terms to maturity of less than three months.
(2)  Includes FHLB-NY stock.
(3)  Debt and equity and mortgage-backed  securities are shown including the 
     average market value appreciation of $22.0 million and $15.8 million, 
     before tax, from SFAS 115 for the three months ended December 31, 1997 and 
     1996, respectively.
(4)  In computing the volume and rate components of net interest income for
     loans, non-performing loans and loans held for sale have been included.


<PAGE>  
<TABLE>
<CAPTION>
                                          LONG ISLAND BANCORP, INC.
                                                 AND SUBSIDIARY
                                              FINANCIAL HIGHLIGHTS


                                                     At or for the Three Months
                                                         Ended December 31,
                                                  ----------------------------------

                                                      1997                1996
                                                  --------------     ---------------

Selected Financial Ratios: (a)
<S>                                                <C>                 <C>                
Return on average assets ......................          0.87%              0.87%
Return on average stockholders' equity ........          9.59               9.10
Average stockholders' equity to average assets.          9.06               9.52
Stockholders' equity to total assets ..........          9.18               9.13
Interest rate spread during period.............          2.38               2.80
Net interest margin............................          2.67               3.09
Operating expenses to average assets...........          1.68               1.96
Efficiency ratio (b)...........................         55.96              56.68
Average interest-earning assets to average
interest-bearing liabilities                           107.37             107.62
Net interest income to operating expenses .....         1.53x               1.49x

Selected Data:
Basic earnings per share.......................         $0.59              $0.53
Weighted average number of shares outstanding
 .for basic earnings per share computation (c)..    22,295,110         22,695,520
Diluted earnings per share.....................         $0.57              $0.51
Weighted average number of shares outstanding
   for  diluted earnings per share computation     23,179,000         23,476,384
(c).........
Book value per share...........................        $23.19             $21.49
Number of shares outstanding for book value per
   share computation...........................    24,028,550         24,458,346
Cash dividends declared per share..............         $0.15              $0.15
Dividend payout ratio..........................        26.32%              29.41%
</TABLE>

<TABLE>
<CAPTION>

                                                                 At December 31,
                                                                  ----------------------------

                                                                     1997             1996
                                                                  ------------     -----------

Asset Quality Ratios:
<S>                                                                <C>               <C>
Non-performing loans to total gross loans....................          1.24%           1.53%
Non-performing assets to total assets........................          0.89            1.08
Allowance for possible loan losses to non-performing loans...         73.47           63.64
</TABLE>

<TABLE>
<CAPTION>

Regulatory Capital at December 31, 1997 for The Long Island Savings Bank, FSB:

                                                     Regulatory                  Regulatory                   Excess
                                                       Capital                     Capital                    Capital
                                                     Requirement                    Level                      Level

                                                     Amount  Percent (d)       Amount     Percent (d)    Amount      Percent (d)

                           .........                                   (Dollars in thousands)
<S>                                                  <C>        <C>             <C>         <C>           <C>          <C>
Tangible capital (e).......................       $  90,152     1.50%          $442,895     7.37%         $352,743     5.87%
Core capital (e)...........................         180,303     3.00            442,895     7.37           262,592     4.37
Risk-based capital (f).....................         241,182     8.00            476,629    15.81           235,447     7.81
</TABLE>
(a)  Ratios for the three  months ended December 31, 1997 and 1996 were 
     calculated on an annualized basis.
(b)  Amount is determined by dividing total general and administrative expense
     by net interest income (before the provision for possible loan losses) plus
     total fee income.
(c)  The weighted average common shares outstanding for periods prior to 
     December 31, 1997, have been restated to reflect the adoption of SFAS
     No. 128.
(d)  Tangible and core capital levels are shown as a percentage of total 
     adjusted assets, as computed based on regulatory guidelines.  Risk-based 
     capital levels are shown as a percentage of risk-weighted assets.
(e)  This figure represents GAAP capital excluding the effect of SFAS 115, 
     goodwill and a portion of mortgage servicing rights.
(f)  The difference between GAAP capital and regulatory risk-based capital 
     represents the exclusion of the effect of SFAS 115, goodwill, a portion of
     mortgage servicing rights and an addition for the allowance for possible 
     loan losses.

<PAGE>

Allowance for Possible Loan Losses

The following is a summary of the Company's provisions and allowance for 
possible loan losses:
<TABLE>
<CAPTION>

                                      Three Months Ended
                                          December 31,
                               ------------------------------

                                    1997              1996
                                ------------     -------------
                                         (In thousands)
<S>                                 <C>             <C>               
Opening allowance                $33,881          $33,912

Provision                          1,500            1,500

Net charge-offs                   (1,647)          (1,924)
                               -------------     ------------

Ending allowance                 $33,734          $33,488
</TABLE>                       =============     ============

Non-Performing Assets

Loans are considered  non-performing if they are in foreclosure and/or are 90 or
more days delinquent  (excluding those restructured loans that have been 
returned to performing status after developing a satisfactory  payment history
generally six months).  Loans, other than education loans,  accrue interest 
until considered doubtful of collection by management,  but in no case beyond 90
days delinquent.  Consumer loans (other than education  loans) are generally 
written off upon becoming 120 days delinquent in the case of installment loans 
and 180 days in the case of revolving credit lines.  Delinquent  interest on 
education loans continues to accrue,  however,  since these loans are backed by
a government  agency guarantee and all interest and principal is ultimately  
expected to be received.  Once management  reaches a decision to place a loan on
non-accrual  status, all delinquent previously accrued interest on such loan is
reversed against previously recorded income.

The level of non-performing  residential  property loans is also affected by the
Company's loan restructuring  activities.  Where borrowers have encountered  
hardship,  but are able to demonstrate to the Company's  satisfaction  an 
ability and  willingness to resume  regular  monthly  payments,  the Company 
seeks to provide them with an opportunity to restructure their loans. Where 
successful,  these  restructurings  avoid the cost of completing the foreclosure
process, as well as any losses on acquisition of the properties and the costs of
maintaining and disposing of real estate owned.  Once restructured  residential
loans comply with the terms of their restructure  agreement for a satisfactory
period (generally six months), the Company returns such loans to performing 
status.

<PAGE>
The following table sets forth information  regarding the components of 
non-performing  assets for the periods  indicated.  Restructured  loans that 
have not yet demonstrated a sufficient payment history to warrant a return to 
performing status are included with non-performing loans.
<TABLE>
<CAPTION>
                                                                                 December 31,           September 30,
                                                                                     1997                    1997
                                                                              -------------------    ---------------------

                                                                                      (Dollars in thousands)

Non-performing loans (1):
Residential:
<S>                                                                                    <C>                     <C>     
     One-to-four family                                                            $38,042                  $37,621
     Co-operative apartments                                                         1,167                    1,207
     Home equity                                                                     1,408                    1,478
     Second mortgage                                                                   ---                      172
     Multi-family                                                                      244                      246
       Total residential                                                            40,861                   40,724
Non-residential: 
     Commercial real estate.                                                         2,905                    2,923
     Construction                                                                      ---                      453
     Land                                                                               30                      585
Total real estate loans (2)                                                         43,796                   44,685
Other loans (3)                                                                      2,122                    2,389
Total non-performing loans                                                          45,918                   47,074
Real estate owned net (4)                                                            7,906                    6,643

Total non-performing assets                                                        $53,824                  $53,717
 
Non-performing loans to total gross loans                                             1.24%                    1.28%
Non-performing assets to total assets                                                 0.89                     0.91
Non-performing assets to total stockholders' equity and
  allowance for possible loan losses                                                  9.11                     9.26
    
Allowance for possible loan losses to non-performing loans                           73.47                    71.97
Allowance for possible loan losses to total gross loans                               0.90                     0.92
    
</TABLE>
(1)  All  non-performing  loans are in  non-accrual  status.  There are no loans
     90 days or more past due and still  accruing  interest  (other than 
     education  loans which are guaranteed).
(2)  Includes  loans  considered  impaired in accordance  with SFAS 114 in the 
     amount of $0.6 million at September 30, 1997 for which there is a related 
     allowance for possible loan losses.
(3)  Includes  commercial loans  considered  impaired in accordance with SFAS 
     114 in the amount of $0.3 million at both December 31, 1997 and September
     30, 1997 for which there is a related allowance for possible loan losses.
(4)  Included in Investment in real estate on the Consolidated Statements of 
     Financial Condition.

<PAGE>
Item 3.  Disclosures about Market risk


The following table sets forth the amounts of interest-earning  assets and 
interest-bearing  liabilities outstanding at December 31, 1997, which are 
anticipated by the Company,based upon certain  assumptions,  to reprice or 
mature in each of the future time periods shown.  Except as stated below, the 
amounts of assets and liabilities shown to reprice or mature during a particular
period were  determined  in  accordance  with the earlier of term to repricing
or the  contractual  terms of the asset or  liability.  Prepayment assumptions 
ranging from 0% to 15% per year were applied,  dependent upon the loan type and 
coupon.  Run-off rate assumptions for passbook savings,  statement savings,  NOW
and money market accounts,  in the one year or less category,  were 51%, 51%, 
40% and 100% respectively,  rather than the OTS assumptions which, in the one 
year or less period, are 17%, 17%, 37% and 79%,  respectively.  These withdrawal
rates and prepayment  assumptions are based on assumptions and analyses 
prepared  internally and are used in preparing the  Regulatory  Thrift  
Bulletin-13  Report and the  quarterly  management  reports.  These  assumptions
were used rather than the  assumptions  published  by the OTS because management
believes they are more indicative of the actual  prepayments and withdrawals 
experienced by the Company.  The assumptions do not reflect any increases or 
decreases in interest rates paid on various categories of deposits (whether by 
the Company or in general) since December 31, 1997.
<TABLE>
<CAPTION>

                                                  INTEREST RATE SENSITIVITY GAP ANALYSIS
                                                           AT DECEMBER 31, 1997
                                -------------------------------------------------------------------------------------
                                            MORE THAN   MORE THAN    MORE THAN   MORE THAN
                                 3 MONTHS    3 MONTHS    6 MONTHS      1 YEAR     3 YEARS    MORE THAN
                                 OR LESS    TO 6        TO 1 YEAR    TO 3 YEARS  TO 5 YEARS   5 YEARS       TOTAL
                                              MONTHS
                                ----------- ----------- -----------  ----------- ----------- -----------  -----------
                                                               (DOLLARS IN THOUSANDS)
Interest-earning assets(1):
<S>                               <C>           <C>        <C>          <C>         <C>         <C>         <C>
   Real estate loans (2)        $  264,080  $  263,330  $  834,810   $  966,929  $  629,896  $  515,984   $3,475,029
   Commercial loans (2)                396         164         310        3,531       1,204       3,020        8,625
   Other loans (2)                  70,729       6,816      15,516       47,630      25,013      14,217      179,921
   Mortgage-backed                 296,999     287,546     531,575      192,815     307,234      72,093    1,688,262
   securities (3)
   Interest-earning cash            53,105         ---          ---         ---         ---          ---      53,105
   equivalents
   Debt and equity                  11,975         856       9,332        6,821     167,213      96,930      293,127
   securities (3)
   Stock in FHLB-NY                    ---         ---          ---         ---         ---      48,724       48,724
                                ----------- ----------- -----------  ----------- ----------- -----------  -----------
    Total interest-earning         697,284     558,712    1,391,543   1,217,726   1,130,560     750,968    5,746,793
    assets
Interest-bearing
liabilities:
   Passbook accounts               111,019      88,242     104,934       96,482      92,462     101,122      594,261
   Statement savings               118,564      94,438     112,302      103,248      98,946     108,236      635,734
   accounts
   NOW accounts                     34,646       4,887       9,774       39,096      37,467       1,629      127,499
   Checking & demand deposit
    accounts                         3,430       1,470       2,940          ---         ---          ---       7,840
   Money market accounts            67,114      12,581      25,162          ---         ---          ---     104,857
   Certificate accounts            477,067     380,126     498,338      607,635     145,649       7,929    2,116,744
   Borrowings                      142,934      50,000      93,000      553,000     775,000         ---    1,613,934
                                ----------- ----------- -----------  ----------- ----------- -----------  -----------
    Total interest-bearing         954,774     631,744     846,450    1,399,461   1,149,524     218,916    5,200,869
    liabilities
                                ----------- ----------- -----------  ----------- ----------- -----------  -----------
Interest sensitivity gap        $ (257,490) $  (73,032) $  545,093   $ (181,735) $  (18,964) $  532,052   $  545,924
per period 

Effect of interest rate swap    $  300,000  $      ---  $     ---    $      ---  $(300,000)  $      ---   $    ---  
                                ----------- ----------- -----------  ----------- ----------- -----------  -----------
Adjusted interest sensitivity   $(557,490)  $ (73,032)  $  545,093   $(181,735)  $  281,036  $  532,052   $  545,924
gap per period

                                =========== =========== ===========  =========== =========== ===========  ===========
Cumulative interest             $(557,490)  $(630,522)  $ (85,429)   $(267,164)  $   13,872  $  545,924
sensitivity gap

                                =========== =========== ===========  =========== =========== ===========
Cumulative interest
sensitivity gap
   as a percentage of total         (9.18) %   (10.38) %    (1.41) %     (4.40) %      0.23 %      8.99 %
   assets (4)
   
Cumulative net
interest-earning
   assets as a percentage
   of net
   interest-bearing                  73.03       79.17      108.82       100.86      100.28      110.50
   liabilities 
   </TABLE>
__________________
(1)  Excludes non-performing loans, net of unearned discounts and premiums,
     deferred loan fees, purchase accounting discounts and premiums.
(2)  For purposes of gap analysis, the allowance for possible loan losses is 
     excluded.
(3)  Mortgage-backed and debt and equity securities are shown excluding the 
     market value appreciation of $21.9 million, before tax, resulting from 
     SFAS 115.
(4)  Amounts for fixed rate loans are based on scheduled payment dates and loans
     for which there is no amortization schedule are included as three months or
     less.

As indicated in the gap analysis, the twelve-month cumulative gap, representing 
the total net assets and liabilities that are projected to reprice over the next
twelve months, was liability sensitive $85.4 million at December 31, 1997.  A 
liability sensitive interest rate gap would tend to decrease earnings over a 
period of rising interest rate, where declining rates would increase earnings. 
The cumulative one-year sensitivity gap was negative 1.41% of total assets at 
December 31, 1997, compared to negative 7.38% at September 30, 1997.

Interest rate contracts such as interest rate swaps,  caps,  floors and collars
may be used to hedge interest rates on certain assets and  liabilities.  The 
notional amounts of these instruments are not reflected in the Company's balance
sheet, but are included in the interest rate sensitivity table for purposes of
analyzing interest rate risk.

During fiscal 1997, the Company entered into an interest rate swap transaction,
with a notional amount of $300.0 million.  The swap agreement converted the 
medium-term note issued in fiscal 1997 with a fixed rate obligation of 7% into a
variable rate of LIBOR minus 3 basis points.  The agreement will expire in the 
third quarter of 2002.  As of December 31, 1997  LIBOR minus 3 basis points was 
5.64% and the interest rate swap had a fair market value of $ 2.8 million.

The Bank's interest rate sensitivity is also monitored by management  through 
the use of a model which internally  generates  estimates of the change in the 
net portfolio value ("NPV") over a range of interest rate change  scenarios.  
NPV is the present value of expected cash flows from assets,  liabilities,  and 
off-balance  sheet contracts.  The NPV ratio,  under any interest rate scenario,
is defined as the NPV in that scenario  divided by the market value of assets in
the same  scenario.  The OTS also produces a similar analysis  using its own 
model,  based upon data  submitted on the Bank's  quarterly  Thrift  Financial 
Reports,  the results of which may vary from the Bank's  internal  model 
primarily due to differences in assumptions  utilized between the Bank's 
internal model and the OTS model,  including  estimated loan prepayment rates, 
reinvestment  rates and deposit decay rates.  For purposes of the NPV table,  
prepayment  speeds similar to those used in the Gap table were used,  
reinvestment  rates were those in effect for similar products currently being 
offered, and rates on core deposits were modified to reflect recent trends.

The following table sets forth the Bank's NPV as of December 31, 1997, as 
calculated by the Bank.
<TABLE>
<CAPTION>
                                                                             Portfolio
    Rates in                 Net Portfolio Value ("NPV")                Value of Assets
                    -------------------------------------------  ----------------------------
  Basis Points            $              $             %             NPV             %
  (Rate Shock)         Amount         Change         Change         Ratio       Change (1)
- -----------------   --------------  ------------  -------------  ------------  --------------
                              (Dollars in Thousands)
<S>                    <C>               <C>            <C>        <C>              <C>                   

            +200          412,084       166,816          28.82          7.40           13.51

            +100          476,766       102,134          17.64          7.92           12.62


               0          578,900                                       9.38


            -100          676,759      (97,859)        (16.90)         10.71            9.34

            -200          786,131     (207,231)        (35.80)         12.12            8.25
</TABLE>
(1) Based on the portfolio value of the Bank's assets assuming no change in 
    interest rates.

As in the case with the Gap Table,  certain  shortcomings  are inherent in the 
methodology  used in the above interest rate risk  measurements.  Modeling 
changes in NPV require the making of certain  assumptions  which may or may not
reflect the manner in which actual yields and costs respond to changes in market
interest  rates.  In this regard,  the NPV model presented  assumes that the 
composition of the Bank's  interest  sensitive  assets and  liabilities 
existing at the beginning of a period remains  constant over the period being  
measured and also assumes that a particular  change in interest  rates is
reflected  uniformly  across the yield curve  regardless  of the duration to 
maturity or repricing of specific  assets and  liabilities.  Accordingly,  
although the NPV  measurements  and net interest  income models provide an 
indication of the Bank's interest rate risk exposure at a particular  point in
time, such  measurements  are not intended to and do not provide a precise
forecast of the effect of changes in market interest rates on the Bank's net
interest income and will differ from actual results.

<PAGE>

            PART II - OTHER INFORMATION
Item 1.        Legal Proceedings

         None.  

Item 2.        Changes in Securities.

         None.

Item 3.        Defaults Upon Senior Securities.

         None.

Item 4.        Submission of Matters to a Vote of Security Holders.

         None.

Item 5.        Other Information.

         None.


Item 6.        Exhibits and Reports on Form 8-K.

               (a)  Exhibits - The following exhibit is filed as part of this 
                    report:

                    Regulation S-K Exhibit Reference Number
                    11.  Statement re: Computation of Per Share Earnings 
                         (In thousands, except per share data)
<TABLE>
<CAPTION>

                                            Three Months Ended
                                                  December 31,
                                          -------------------------
                                            1997            1996
                                          ----------      ---------

Basic EPS Computation
<S>                                       <C>              <C>                     
Numerator
     Net Income available to common
     stockholders                      $    13,182    $    11,934                                           
                                       =============  =============

Denominator
     Weighted average common shares
     outstanding                            22,295         22,696                                            
                                      -------------  -------------

Basic  EPS                             $      0.59    $      0.53
                                            
                                       =============  =============


Diluted EPS Computation

Numerator
     Net Income available to common
     stockholders                      $    13,182    $     11,934                                            
                                       =============  =============

Denominator
     Weighted average common shares
     outstanding                             22,295         22,696                                            

     Additional shares due to
     dilutive options                           884            781                        
                                       -------------  -------------                                          
     Total shares                            23,179         23,477       
                                       =============  =============

Diluted EPS                            $       0.57   $       0.51
                                       =============  =============
</TABLE>




               (b)  Reports on Form 8-K

               On October 21, 1997 and December 18, 1997, the Company filed with
               the SEC Current Reports on Form 8-K which  contained press
               releases.  The October press release announced  the  Company's 
               earnings for the three months ended  September  30, 1997.  The
               December  press  release  announced  the  declaration  of the 
               Company's thirteenth consecutive quarterly dividend.


<PAGE>
                                      SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, 
the registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                       Long Island Bancorp, Inc.

Dated:  2/13/98                        By:      /s/ John J. Conefry, Jr
                                                -----------------------
                                                John J. Conefry, Jr.
                                                Chairman of the Board and Chief
                                                Executive Officer


Dated:  2/13/98                        By:      /s/Mark Fuster
                                                --------------
                                                Mark Fuster
                                                Chief Financial Officer

<TABLE> <S> <C>


<ARTICLE>                     9
<LEGEND>
     This schedule contains summary financial information extracted from the
condensed Consolidated Statements of Financial Condition as of December 31, 1997
(unaudited) and the condensed Consolidated Statements of Operations for the 
three months ended December 31, 1997 (unaudited) and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK>                                 0000916837 
<NAME>                                Long Island Bancorp 
<MULTIPLIER>                          1000               
<CURRENCY>                            U.S. Dollars              
       
<S>                                   <C>
<PERIOD-TYPE>                         3-Mos
<FISCAL-YEAR-END>                     Sep-30-1998               
<PERIOD-START>                        Oct-01-1997              
<PERIOD-END>                          Dec-31-1997               
<EXCHANGE-RATE>                       1               
<CASH>                                67923        
<INT-BEARING-DEPOSITS>                53105        
<FED-FUNDS-SOLD>                      0      
<TRADING-ASSETS>                      0        
<INVESTMENTS-HELD-FOR-SALE>           188744       
<INVESTMENTS-CARRYING>                21957         
<INVESTMENTS-MARKET>                  19959         
<LOANS>                               3709492        
<ALLOWANCE>                           33734         
<TOTAL-ASSETS>                        6072524        
<DEPOSITS>                            3742432         
<SHORT-TERM>                          186000         
<LIABILITIES-OTHER>                   158905         
<LONG-TERM>                           1427934         
                 0         
                           0         
<COMMON>                              268        
<OTHER-SE>                            556985       
<TOTAL-LIABILITIES-AND-EQUITY>        6072524         
<INTEREST-LOAN>                       69786         
<INTEREST-INVEST>                     34731         
<INTEREST-OTHER>                      0         
<INTEREST-TOTAL>                      104517        
<INTEREST-DEPOSIT>                    41442         
<INTEREST-EXPENSE>                    65550        
<INTEREST-INCOME-NET>                 38967        
<LOAN-LOSSES>                         1500         
<SECURITIES-GAINS>                    4178        
<EXPENSE-OTHER>                       0        
<INCOME-PRETAX>                       21581         
<INCOME-PRE-EXTRAORDINARY>            13182        
<EXTRAORDINARY>                       0        
<CHANGES>                             0        
<NET-INCOME>                          13182         
<EPS-PRIMARY>                         0.59       
<EPS-DILUTED>                         0.57         
<YIELD-ACTUAL>                        2.67         
<LOANS-NON>                           53824       
<LOANS-PAST>                          0       
<LOANS-TROUBLED>                      0      
<LOANS-PROBLEM>                       0        
<ALLOWANCE-OPEN>                      33734      
<CHARGE-OFFS>                         1852         
<RECOVERIES>                          208       
<ALLOWANCE-CLOSE>                     0         
<ALLOWANCE-DOMESTIC>                  33734      
<ALLOWANCE-FOREIGN>                   33734      
<ALLOWANCE-UNALLOCATED>               0      
        


</TABLE>


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