DIME BANCORP INC
425, 2000-03-15
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                        Filed Pursuant to Rule 425 of the Securities Act of 1933
                                                       Filer: Dime Bancorp, Inc.
                                             Subject Company: Dime Bancorp, Inc.
                          Dime Bancorp, Inc. Exchange Act File Number: 001-13094


                               DIME BANCORP, INC.

Dear Shareholder:

Please accept our thanks for sending in your WHITE Proxy Card.

To avoid any possible dispute as to the validity of your proxy for the reason(s)
indicated  below,  we are requesting  that you sign,  date and mail the enclosed
additional  WHITE  Proxy  Card  with  the  correction  indicated  below  in  the
self-addressed   envelope  provided  for  your  convenience.   This  Proxy  will
automatically revoke any previously granted proxy when it is returned.

[_]   YOUR  PREVIOUS  PROXY WAS  UNSIGNED.  (If signing as  attorney,  executor,
      administrator,  personal  representative of an estate,  corporate officer,
      partner,  trustee,  custodian or guardian,  please sign and give your full
      title as such.)

[_]   YOUR  PREVIOUS  PROXY WAS  UNDATED.  (Please  date,  sign and  return  the
      enclosed WHITE Proxy Card in the enclosed envelope.)

[_]   YOUR  PREVIOUS  PROXY  OMITTED  YOUR TITLE OR  AUTHORITY.  (If  signing as
      attorney, executor,  administrator,  personal representative of an estate,
      corporate officer,  partner,  trustee,  custodian or guardian, please sign
      and give your full title as such.)

[_]   YOUR PREVIOUS PROXY,  AS SIGNED,  DID NOT CONFORM TO THE NAME SHOWN ON THE
      PROXY.  (Please date and sign the enclosed WHITE proxy card exactly as the
      registration  appears on the proxy,  including  your full title if signing
      other than in an individual  capacity.) If the registration is in the name
      of a custodian  for the benefit of a minor,  the  custodian  must sign and
      indicate his/her capacity. If you are a beneficiary 18 years or older, you
      may sign as long as you indicate your age.

[_]   YOUR  PREVIOUS  PROXY WAS NOT SIGNED BY ALL JOINT  OWNERS.  (If shares are
      registered  in the name of more than one person,  each such person  should
      sign the enclosed WHITE Proxy Card. If a joint tenant is deceased,  please
      indicate that you are the surviving joint owner.)

[_]   YOUR PREVIOUS PROXY, AS MARKED, DID NOT CLEARLY SPECIFY YOUR INSTRUCTIONS.
      Please sign, date and clearly mark your proxy.

      OTHER____________________________________________________________________
      _________________________________________________________________________

Since time is of the essence,  we would greatly appreciate your signing,  dating
and mailing the enclosed WHITE Proxy Card as soon as possible. Please mail it in
the envelope  provided for your convenience.  If you have any questions,  please
call  Innisfree  M&A   Incorporated,   the  firm  assisting  us,   toll-free  at
888-750-5834. Once again, we greatly appreciate your support.

Sincerely,


DIME BANCORP, INC.

         Investors    are    urged   to   read   Dime   and    Hudson's    proxy
statement/prospectus,  and  any  amendments  or  supplements  when  they  become
available,  as well as any  solicitation/recommendation  statement  that  may be
filed  by  Dime,  because  they  contain  important  information.  Each of these
documents has been or will be filed with the SEC and investors may obtain a free
copy of them at the SEC's Internet web site at www.sec.gov.  These documents may
also be obtained for free from Dime by directing  such request to: Dime Bancorp,
Inc., Investor Relations Dept., 589 Fifth Avenue, New York, New York, telephone:
(212) 326-6170.


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