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                             April 19, 2024

       Joseph Otting
       Chief Executive Officer
       New York Community Bancorp, Inc.
       102 Duffy Avenue
       Hicksville, New York 11801

                                                        Re: New York Community
Bancorp, Inc.
                                                            Preliminary Proxy
Statement on Schedule 14A
                                                            Filed April 4, 2024
                                                            File No. 001-31565

       Dear Joseph Otting:

                                                        We have conducted a
limited review of your filing and have the following comments.

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Preliminary Proxy Statement on Schedule 14A

       Summary of the March 2024 Capital Raise, page 13

   1.                                                   Please revise to
briefly discuss the reasons for the $1.05 billion capital raise and the
                                                        related "2024 Strategic
Initiatives" addressed in the investor presentation included
                                                        as exhibit 99.1 to your
8-K filed March 7, 2024. For example, it appears that in connection
                                                        with the capital raise
you are pursuing an initiative to continue to reduce CRE
                                                        concentrations and
enhance credit risk management, among other areas of focus. Please
                                                        also update where
appropriate the progress of your review of material weaknesses
                                                        surrounding your loan
review process.
   2.                                                   With respect to the
March 2024 capital raise and Proposals 4-7, please revise to clarify
                                                        here and elsewhere as
appropriate the key terms of the Investment Agreements. Discuss
                                                        the impact the
transactions contemplated by the Investment Agreements will have on your
                                                        common shareholders
assuming the relevant proposals are approved and not approved.
                                                        Discuss clearly in
quantitative and qualitative terms the dilutive effect of the investment
                                                        on your common
shareholders. Please revise to disclose all possible sources and the extent
                                                        of dilution your common
shareholders will experience in connection with the transactions
 Joseph Otting
FirstName   LastNameJoseph Otting
New York Community     Bancorp, Inc.
Comapany
April       NameNew York Community Bancorp, Inc.
       19, 2024
April 219, 2024 Page 2
Page
FirstName LastName
         contemplated by the proposals and the Investment Agreements. Consider
providing a
         tabular presentation to demonstrate the dilution to shareholders based
on the issuance of
         common stock, and based on the issuance of common stock upon
conversion of the
         Preferred Stock and the Series D NVCE Stock.
3.       Please revise to disclose the approximate dollar value of each of
Liberty
         Investors', Hudson Bay Investors', Reverence Investors' and Other
Investors' interests in
         the Investment. Revise to disclose the implied per-share price of
Liberty Investors'
         investment compared to the stock price on the day before the
announcement, rather than
         the lowest share price the day of the announcement.
Board's Role in Risk Oversight, page 18

4.       We note the statements in the letter to shareholders regarding
measures you have taken to
         address losses in 2023, credit deterioration and other recent
challenges. For example, you
         state that you recently hired a new Chief Risk Officer and Chief Audit
Executive. Please
         revise to expand upon and clarify how the Board administers its risk
oversight function,
         including how the Board interacts with management and the CRO and CAE
to address
         existing and emerging risks. Additionally, further clarify your risk
oversight of "credit
         risk, interest rate risk, liquidity risk, operational risk, strategic
risk, and reputational risk,"
         as referenced on page 20. For example, if material, clarify the
timeframe over which you
         evaluate such risks (e.g., short-term, intermediate-term, or
long-term) and how you apply
         different oversight standards based upon the immediacy of the risk
assessed.

5.       Additionally, we note the letter to shareholders refers to
recently-hired executives among
         measures to    enhanc[e] our internal audit and risk management
frameworks.    We also
         note the Form 8-K dated March 5, 2024, which identified a new Chief
Risk Officer and
         Chief Audit Executive and discussed efforts to enhance risk
management. Please identify
         the recently-hired executive officers and summarize their backgrounds
here or where
         appropriate.
Proposal 5: Proposal to Amend the Amended and Restated Certificate of
Incorporation of the
Company to effect a reverse stock split, page 93

6.       We note your disclosure on page 96 regarding the treatment of
fractional shares prior to
         effecting the Reverse Stock Split, and that the Board will determine
to either issue one full
         share of Common Stock or make a cash payment to shareholders who hold
any fractional
         shares of Common Stock as a result of the Reverse Stock Split. Please
revise your
         disclosure to clarify the impact the Board's decision will have on
shareholders who own
         fractional shares Post-Reverse Stock Split.
General

7.       We note your disclosure that Steven T. Mnuchin and Milton Berlinski
have interests in the
         COI Authorized Share Proposal, COI Waiver Proposal, Share Issuance
Proposal, and
 Joseph Otting
New York Community Bancorp, Inc.
April 19, 2024
Page 3
      Adjournment Proposal that are different than or greater than those of any
of your other
      shareholders. Please revise your discussion of these proposals to
disclose the extent to
      which the Board considered the differing interests when the Board
unanimously
      recommended approval of each such proposal.
8.    Please provide us with your analysis regarding whether, pursuant to Note
A to Schedule
      14A, your proxy statement should include information called for by other
items of
      Schedule 14A. For example, we note that the purpose of the COI Authorized
Share
      Proposal is to fulfill your obligations under the Investment Agreements,
as described in
      your proxy statement.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact Madeleine Joy Mateo at 202-551-3465 or James Lopez at
202-551-3536
with any other questions.



                                                            Sincerely,
FirstName LastNameJoseph Otting
                                                            Division of
Corporation Finance
Comapany NameNew York Community Bancorp, Inc.
                                                            Office of Finance
April 19, 2024 Page 3
cc:       Sven Mickisch, Esq.
FirstName LastName