DIME BANCORP INC
DEFA14A, 2000-02-28
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                           SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
                                (AMENDMENT NO. )

Filed by the Registrant |X|

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

                              DIME BANCORP, INC.
                              -------------------
               (Name of Registrant as Specified In Its Charter)

                                      N/A
                                      ---
   (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X|   No fee required.

|_|   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
         (1)      Title of each class of securities to which transaction
                  applies:
         (2)      Aggregate number of securities to which transaction applies:
         (3)      Per unit price or other underlying value of transaction
                  computed pursuant to Exchange Act Rule 0-11 (Set forth the
                  amount on which the filing fee is calculated and state how
                  it was determined):
         (4)      Proposed maximum aggregate value of transaction:
         (5)      Total fee paid:

|_|   Fee paid previously with preliminary materials.

|_|   Check box if any part of the fee is offset as provided by Exchange Act
      Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
      paid previously. Identify the previous filing by registration statement
      number, or the Form or Schedule and the date of its filing.
         (1)      Amount Previously Paid:
         (2)      Form, Schedule or Registration Statement No.:
         (3)      Filing Party:
         (4)      Date Filed:


<PAGE>

                               DIME BANCORP, INC.

                               IMPORTANT REMINDER

We previously sent you proxy material for the Special Meeting of stockholders of
Dime Bancorp, Inc. to be held on March 15, 2000 with respect to the proposed
merger of Dime and Hudson United Bancorp. Your Board of Directors has
recommended that stockholders vote FOR the proposal adopting the merger
agreement between Hudson and Dime.

Your vote is important, no matter how many or how few shares you may own. If you
have not voted, please sign, date and return the enclosed proxy card today in
the envelope provided.

Thank you for your support,

DIME BANCORP, INC.

================================================================================

          If you have any questions, or need assistance in voting your
                    shares, please call our proxy solicitor,

                           INNISFREE M&A INCORPORATED
                          TOLL-FREE, at 1-888-750-5834.

                                 IMPORTANT NOTE:
                If you hold your shares through a bank or broker,
           you may be able to vote by telephone, or via the Internet.
             Please call Innisfree at 1-888-750-5834 for assistance.

================================================================================

February 25, 2000



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