SC TO-T/A

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

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                        ---------------------------


                                SCHEDULE TO
                               (RULE 14D-100)
         TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
                   OF THE SECURITIES EXCHANGE ACT OF 1934
                             (AMENDMENT NO. 22)
                        ---------------------------


                             DIME BANCORP, INC.
                     (Name of Subject Company (Issuer))

                      NORTH FORK BANCORPORATION, INC.
                     (Name of Filing Person (Offeror))

                  COMMON STOCK, $0.01 PAR VALUE PER SHARE
                       (Title of Class of Securities)

                                00025429 Q1
                   (CUSIP Number of Class of Securities)

                              JOHN ADAM KANAS
                            CHAIRMAN, PRESIDENT
                        AND CHIEF EXECUTIVE OFFICER
                      NORTH FORK BANCORPORATION, INC.
                            275 BROADHOLLOW ROAD
                          MELVILLE, NEW YORK 11747
                               (631) 844-1004

               (Name, Address and Telephone Number of Person
 Authorized to Receive Notices and Communications on behalf of Filing Person)

                                  Copy to:

                        WILLIAM S. RUBENSTEIN, ESQ.
                  SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                               4 TIMES SQUARE
                          NEW YORK, NEW YORK 10036
                               (212) 735-3000


|  |  Check the box if the filing relates solely to preliminary communications
      made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which
the statement relates:
     | x|   third-party tender offer subject to Rule 14d-1.
     |  |   issuer tender offer subject to Rule 13e-4.
     |  |   going-private transaction subject to Rule 13e-3.
     |  |   amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the
results of the tender offer:  |  |





         This Amendment No. 22 (this "Amendment No. 22") amends and
supplements the Tender Offer Statement on Schedule TO, dated March 15,
2000, as amended (the "Schedule TO"), filed by North Fork Bancorporation,
Inc., a Delaware corporation ("North Fork"), and Fleet Boston Corporation,
a Rhode Island corporation ("FleetBoston"), relating to the offer (the
"Offer") by North Fork to exchange each issued and outstanding share of
common stock, par value $0.01 per share (the "Dime Shares"), of Dime
Bancorp, Inc., a Delaware corporation ("Dime"), for 0.9302 shares of common
stock, par value $0.01 per share (the "North Fork Shares"), of North Fork
and $2.00 in cash, on the terms and subject to the conditions described in
the Prospectus (as defined below).

         On May 15, 2000, North Fork filed Amendment No. 3 to its
registration statement on Form S-4 with the Securities and Exchange
Commission relating to the North Fork Shares to be issued to stockholders
of Dime in the Offer (the "Registration Statement"). The terms and
conditions of the Offer are set forth in the preliminary prospectus dated
May 15, 2000, which is a part of the Registration Statement (the
"Prospectus"), and the related Letter of Transmittal, which are annexed to
the Schedule TO as Exhibits (a)(20) and (a)(2), respectively.

ITEM 11. ADDITIONAL INFORMATION.

         Item 11 of the Schedule TO is hereby amended and supplemented as
follows:

         On August 10, 2000, North Fork issued a press release. A copy of
the press release is filed herewith as Exhibit (a)(31) and the information
set forth in the press release is incorporated herein by reference.

ITEM 12. EXHIBITS.

         Item 12 is hereby amended and supplemented as follows:

(a)(31)  Text of press release issued by North Fork on August 10, 2000



                                 SIGNATURE

                  After due inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.

Dated:  August 10, 2000

                                  NORTH FORK BANCORPORATION, INC.


                                  By:      /s/ Aurelie S. Graf
                                      ---------------------------------
                                      Name:  Aurelie S. Graf
                                      Title: Corporate Secretary




                               EXHIBIT INDEX

EXHIBIT
NUMBER      DESCRIPTION
- -------     -----------

(a)(31)     Text of press release issued by North Fork on August 10, 2000

EX-99

                                                            Exhibit (a)(31)


FOR IMMEDIATE RELEASE          INVESTOR:   DANIEL M. HEALY
                                           EXECUTIVE VICE PRESIDENT
                                           CHIEF FINANCIAL OFFICER
                                           631-844-1258

                               PRESS:      KEKST AND COMPANY
                                           VICTORIA A. WELD
                                           212-521-4800


                    NORTH FORK DEMANDS THAT DIME BANCORP
                            CALL SPECIAL MEETING

                     NORTH FORK NAMES PROPOSED NOMINEES


         NEW YORK, AUGUST 10, 2000 -- North Fork Bancorporation, Inc.
(NYSE:NFB) announced today that it submitted a demand to the Board of
Directors of Dime Bancorp, Inc. to call a special meeting of Dime's
stockholders so that they can decide who should fill seats currently
occupied by the holdover directors who failed to be reelected at Dime's
annual meeting in July. As previously announced, Dime's stockholders
overwhelmingly rejected Dime's director nominees by more than a two-to-one
margin. North Fork also said that it intends to propose the following
persons to run in opposition to the Dime holdover directors: Geraldine
Ferraro; Muriel Siebert; Josiah Austin; Warren Marcus; and A. Robert
Towbin.

         "It is a fundamental principle of corporate democracy that
shareholders decide who will manage their company," said John A. Kanas,
Chairman, President and Chief Executive Officer of North Fork. "Having
overwhelmingly rejected Dime's nominees for the five board seats, it is
imperative that Dime shareholders be given the opportunity to decide who
should fill the seats occupied by the holdover directors who have been
divested of any legitimate claim to directorial power," he added.

         North Fork said its nominees are committed to seek a merger of
Dime with a view toward maximizing value for Dime Stockholders. Background
information on North Fork's nominees is set forth below.

         Ms. Ferraro is an attorney who has earned a place in history as
the first woman to be nominated by a major party for vice-president of the
United States. She has had an active career in public service as a
supervising trial attorney in the office of the Queens District Attorney in
New York City; as a member of Congress, and most recently, as the U.S.
Ambassador to the United Nations Human Rights Commission. Since May 1999
she has been a consultant with Golin Harris McGinn, a global strategic
communications firm. She is President of G & L Strategies, a practice group
that deals with work place and consumer issues. She is a political analyst
for Fox News, teacher at Georgetown University and a columnist for the New
York Times Syndicate.

         Ms. Siebert is the founder and president of the only woman-owned
New York Stock Exchange discount brokerage firm with a national presence,
Muriel Siebert & Co, Inc. From 1977 to 1982, she was the Superintendent of
Banking for New York State. Throughout her career, Ms. Siebert has been
actively involved with a wide range of non-profit, civic and women's
organizations. A few of her affiliations include: the boards of The New
York State Business Council, the Guild Hall Museum, and the Greater New
York Council of the Boy Scouts of America. Ms. Siebert is the recipient of
countless awards and honors, such as: The Working Women's Hall of Fame, The
International Women's Hall of Fame, the National Women's Hall of Fame and
the Sara Lee Frontrunner Award in Business.

         Mr. Austin is an Arizona rancher and an experienced private
investor in financial institution stocks. He is the sole Managing Member of
El Coronado Holdings LLC, Pearce, AZ, a family investment company. Mr.
Austin currently serves as a Director of Monterey Bay Bancorp, Inc.,
Watsonville, CA.

         Mr. Marcus is the founder, President and CEO of WRM Equity
Management, Inc., a SEC-registered investment advisor established in 1983.
WRM Equity invests exclusively in the publicly-traded equities of financial
service companies (predominantly depository institutions), on behalf of two
major pension funds. After beginning his career at Merrill Lynch and then
at M.A. Schapiro and Co., a leading investment firm specializing in bank
securities, Mr. Marcus joined a newly-established bank research operation
at Salomon Brothers in 1964. In 1966 he was appointed manager of the Bank
Stock Research Dep't., and was admitted as a General Partner of Salomon
Brothers in 1972, a position he held until resigning in 1980. During the 20
years spent at M.A. Schapiro and Salomon, Mr. Marcus became widely
recognized as one of the investment community's leading experts on banking.
He was twice selected as the outstanding bank analyst in the U.S. in the
annual research survey conducted by Institutional Investor magazine.

         Mr. Towbin is Co-Chairman of C.E. Unterberg, Towbin. In the mid-
'90's Mr. Towbin served as President and CEO of the Russian-American
Enterprise Fund (a U.S. government-owned investment fund) and later Vice
Chairman of its successor fund, the U.S. Russia Investment Fund. He was a
Managing Director of Lehman Brothers and co-Head, High Technology
Investment Banking from January 1987 until January 1994. Prior to joining
Lehman Brothers, Mr. Towbin was Vice Chairman and a Director of L.F.
Rothschild, Unterberg, Towbin Holdings Inc. and its predecessor companies
from 1959 to 1987. He serves on the Boards of the following public
companies: Bradley Real Estate, Inc.; Gerber Scientific Inc.; Globalstar
Telecommunications Ltd.; Globecomm Systems Inc.; K&F Industries; and
TrueTime, Inc.

                                 * * * * *

Investors and security holders are advised to read North Fork's
registration statement and tender offer statement with respect to its
exchange offer for Dime common stock, and any amendments or supplements to
each of these documents (when they become available), because each of these
documents contains, or will contain, important information. Investors and
security holders are also advised to read North Fork's proxy statement
(when it becomes available) with respect to the persons nominated by North
Fork to serve on the Dime board of directors in the event that a special
meeting of Dime stockholders is called by Dime for the purpose of electing
directors to the Dime board of directors. Investors and security holders
may obtain a free copy of the exchange offer registration statement, the
tender offer statement, the proxy statement (when it becomes available),
any amendments or supplements to any of such documents (when they become
available), and any other documents filed by North Fork with the SEC, at
the SEC's Internet web site at www.sec.gov. Each of these documents may
also be obtained free of charge by overnight mail or direct electronic
transmission by calling North Fork's information agent, D.F. King & Co.,
Inc. toll-free at 1-800-755-7250.

North Fork, its directors and executive officers and the persons nominated
by North Fork to serve on the Dime board of directors may be deemed to be
"participants" in North Fork's solicitation of proxies from Dime
stockholders. A detailed list of the names, affiliations and interests of
the participants in the solicitation is contained in a statement on
Schedule 14A filed today by North Fork with the Securities and Exchange
Commission.