1731 Victory Boulevard
Staten Island, New York 10314
(718) 448-1000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices)

John W. Alexander
1731 Victory Boulevard
Staten Island, New York 10314
(718) 448-1000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent for Service)

Copies to:
Ned Quint, Esq.
Eric Luse Esq.
Luse Gorman Pomerenk & Schick, P.C.
5335 Wisconsin Avenue, N.W., Suite 400
Washington, D.C. 20015
(202) 274-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: þ

If this Form is filed to register additional shares for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: o

      Prospectus Supplement

Interests in

NORTHFIELD BANK
EMPLOYEE SAVINGS PLAN

Offering of Up to 984,805 Shares of

NORTHFIELD BANCORP, INC.

Common Stock

     In connection with the charter conversions of NSB Holding Corp., Northfield Bancorp, Inc. and Northfield Bank from New York corporations to federal corporations and the adoption of a stock issuance plan, Northfield Bancorp, Inc. is allowing participants in the Northfield Bank Employee Savings Plan (the “Plan”) to invest all or a portion of their accounts in stock units representing an ownership interest in the common stock of Northfield Bancorp, Inc. (the “Common Stock”). Based upon the value of the Plan assets at March 31, 2007, the trustee of the Plan could purchase up to 984,805 shares of the Common Stock, at the purchase price of $10.00 per share. This prospectus supplement relates to the initial election of Plan participants to direct the trustee of the Plan to invest all or a portion of their Plan accounts in stock units representing an ownership interest in the Northfield Bancorp, Inc. Stock Fund at the time of the stock offering.

     Northfield Bancorp, Inc.’s prospectus, dated                      , 2007, is attached to this prospectus supplement. It contains detailed information regarding the charter conversion and stock offering of Northfield Bancorp, Inc. common stock and the financial condition, results of operations and business of Northfield Bank. This prospectus supplement provides information regarding the Plan. You should read this prospectus supplement together with the prospectus and keep both for future reference.

      For a discussion of risks that you should consider, see “Risk Factors” beginning on page ___ of the prospectus.

      The interests in the Plan and the offering of the Common Stock have not been approved or disapproved by the Office of Thrift Supervision, the Securities and Exchange Commission or any other federal or state agency. Any representation to the contrary is a criminal offense.

      The securities offered in this prospectus supplement and in the prospectus are not deposits or accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

     This prospectus supplement may be used only in connection with offers and sales by Northfield Bancorp, Inc., in the stock offering, of stock units representing an interest in shares of Common Stock in the Northfield Bancorp, Inc. Stock Fund of the Plan. No one may use this prospectus supplement to reoffer or resell interests in shares of Common Stock acquired through the Plan.

     You should rely only on the information contained in this prospectus supplement and the attached prospectus. Northfield Bancorp, Inc., Northfield Bank and the Plan have not authorized anyone to provide you with information that is different.

     This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and the prospectus nor any sale of Common Stock or stock units representing an ownership interest in Common Stock shall under any circumstances imply that there has been no change in the affairs of Northfield Bank or the Plan since the date of this prospectus supplement, or that the information contained in this prospectus supplement or incorporated by reference is correct as of any time after the date of this prospectus supplement.

     The date of this prospectus supplement is                      , 2007.

TABLE OF CONTENTS

THE OFFERING			1
Securities Offered			1
Purchase Priorities			1
Allocation of Units			2
Composition of and Purpose of Stock Units			3
Value of Plan Assets			3
Election to Purchase Stock Units in the Stock Offering			3
How to Order Stock in the Offering			4
Order Deadline			4
Irrevocability of Transfer Direction			4
Future Direction to Purchase Common Stock			5
Voting Rights of Common Stock			5
DESCRIPTION OF THE PLAN			6
Introduction			6
Eligibility and Participation			6
Contributions Under the Plan			7
Elective Deferral Contributions			7
After-Tax Contributions			7
Matching Contributions			7
Discretionary Employer Contributions			8
Prior Pension Plan Contributions			8
Prior Employer Matching Contributions			8
Rollover Contributions			8
Limitations on Contributions			8
Loans under the Plan			9
Vesting			9
Non-Hardship Withdrawals from the Plan			9
Hardship Withdrawals			10
Distribution upon Retirement, Disability, or upon Termination of Employment			10
Forms of Distributions			11
Investment of Contributions and Account Balances			12
Investment Funds and Performance History			14
Investment in Common Stock of Northfield Bancorp, Inc.			18
Administration of the Plan			18
Amendment and Termination			19
Merger, Consolidation or Transfer			19
Federal Income Tax Consequences			19
Additional ERISA Considerations			21
Securities and Exchange Commission Reporting and Short-Swing Profit Liability			22
Financial Information Regarding Plan Assets			22
LEGAL OPINION			23

DESCRIPTION OF THE PLAN

Introduction

     Northfield Bank originally adopted the Northfield Savings Bank Employee Savings Plan (the “Plan”) effective as of January 1, 1980, and amended and restated it most recently effective as of January 1, 2006. The Plan is a tax-qualified plan with a cash or deferred compensation feature established in accordance with the requirements under Section 401(a) and Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”).

     Northfield Bank intends that the Plan, in operation, will comply with the requirements under Section 401(a) and Section 401(k) of the Code. Northfield Bank will adopt any amendments to the Plan that may be necessary to ensure the continuing qualified status of the Plan under the Code and applicable Treasury Regulations.

      Employee Retirement Income Security Act of 1974 (“ERISA”). The Plan is an “individual account plan” other than a “money purchase pension plan” within the meaning of ERISA. As such, the Plan is subject to all of the provisions of Title I (Protection of Employee Benefit Rights) and Title II (Amendments to the Code Relating to Retirement Plans) of ERISA, except to the funding requirements contained in Part 3 of Title I of ERISA which by their terms do not apply to an individual account plan (other than a money purchase plan). The Plan is not subject to Title IV (Plan Termination Insurance) of ERISA. The funding requirements contained in Title IV of ERISA are not applicable to participants or beneficiaries under the Plan .

      Reference to Full Text of Plan. The following portions of this prospectus supplement summarize certain provisions of the Plan. They are not complete and are qualified in their entirety by the full text of the Plan. Copies of the Plan are available to all employees by filing a request with the Plan administrator c/o Northfield Bank, 1731 Victory Boulevard, Staten Island, New York 10314-3598.

Eligibility and Participation

     If you are a salaried employee of Northfield Bank, you are eligible to participate in the Plan upon completion of a period of 365 days of employment, counted from your date of hire. Employees compensated on an hourly or exclusively on a commission basis, leased employees, and employees covered by a collective bargaining agreement are not eligible to participate in the Plan. If you were a participant in the Liberty Bank 401(k) Savings Plan on December 31, 2002, and became an employee of Northfield Bank on January 1, 2003, you became eligible to participate in the Plan on January 1, 2003.

     As of March 31, 2007, there were 182 employees, former employees and beneficiaries eligible to participate in the Plan and 134 employees participating by making elective deferral contributions.

Contributions Under the Plan

     The Plan provides for several kinds of contributions, including elective deferral contributions, matching contributions made on behalf of employees who make elective deferral contributions, and discretionary employer contributions. Each type is summarized below. In determining contribution amounts under the Plan, an employee’s annual compensation in excess of $225,000 is disregarded, as are certain other amounts of employee compensation.

Elective Deferral Contributions

     As an eligible employee, you may elect to make an elective deferral contribution by authorizing a reduction in the compensation you would otherwise receive by a specified amount. This amount is then deposited in your Plan account. You may elect to contribute between 2% and 15% of your salary (as defined in the Plan). You may change the amount of your elective deferral contributions, including discontinuing or resuming them, by filing a form with the Plan Administrator. In addition, if you are over age 50 before the close of the plan year and have made the maximum elective deferral set forth above, you may also make “catch-up” contributions, in accordance with the tax laws and subject to the tax law limits (for 2007, the limit on catch-up contributions is $5,000).

After-Tax Contributions

     Prior to January 1, 1993, the Plan permitted you to save on an after-tax basis. The amount, if any, of after-tax contributions previously made on your behalf is held in a separate account. After-tax contributions are invested in the same investment funds as elective deferral contributions and earnings on after-tax contributions are tax-deferred until they are actually paid to you. The Plan does not currently permit you to make after-tax contributions.

Matching Contributions

     Northfield Bank will match a portion of your elective deferral contributions. Prior to July 9, 2007, if you had been making elective deferral contributions for less than 36 months, Northfield Bank made a matching contribution equal to 50% of your contribution, on up to the first 6% of your base salary you contributed (e.g., the maximum matching contribution would be 3% of your base salary). If you had been making elective deferral contributions for 36 months or more, Northfield Bank made a matching contribution equal to 100% of your contribution, on up to the first 6% of your base salary contributed (e.g., the maximum matching contribution would be 6% of your base salary).

     In anticipation of implementing an employee stock ownership plan and making a contribution to the employee stock ownership plan for the 2007 plan year, Northfield Bank has amended the Plan to reduce the matching contribution. Accordingly, effective with the payroll period commencing July 9, 2007, Northfield Bank will make a matching contribution equal to 25% of your contribution, on up to the first 6% of your base salary contributed if you have been making elective deferral contributions for less than 36 months (e.g., your maximum matching contribution will be 1.5% of your base salary). If you have been making elective deferral contributions for 36 months or more, Northfield Bank will make a matching

contribution equal to 50% of your contribution, up to the first 6% of your base salary contributed (e.g., your maximum matching contribution will be 3% of your base salary).

Discretionary Employer Contributions

     Discretionary employer contributions may be made for each plan year in an amount determined by Northfield Bank. Discretionary employer contributions will be allocated to your account based on the ratio of your salary during the plan year for which the contribution is made to the total salaries of all employees eligible for a discretionary employer contribution for that year.

Prior Pension Plan Contributions

     If you were a participant in The Retirement Plan of Northfield Savings Bank in RSI Retirement Trust on March 31, 1996, and you elected to have amounts transferred from the pension plan to the Plan in connection with the termination of the pension plan, those amounts were deposited in the Prior Pension Plan Contribution account set up on your behalf.

Prior Employer Matching Contributions

     If you were a participant in the Liberty 401(k) Savings Plan, the “matching contributions” made on your behalf (including earnings and appreciation, less any distributions and any losses, depreciation of expenses) were deposited into the Prior Employer Matching Contribution account set up on your behalf.

Rollover Contributions

     You may elect to roll over qualified distributions from another plan or a rollover IRA into the Plan. IRS rules govern whether a distribution from another plan or an IRA qualifies for rollover into the Plan, and you may be required to provide information to show that the distribution you wish to roll over qualifies under IRS rules.

Limitations on Contributions

      Limitations on Elective Deferral Contributions. For the plan year beginning January 1, 2007, the amount of your elective deferral contributions may not exceed $15,500 per calendar year. This amount may be adjusted periodically by law, based on changes in the cost of living. Contributions in excess of this limit are known as excess deferrals. If you defer amounts in excess of this limitation, your gross income for federal income tax purposes will include the excess in the year of the deferral. In addition, unless the excess deferral is distributed before April 15 of the following year, it will be taxed again in the year distributed. Income on the excess deferral distributed by April 15 of the immediately succeeding year will be treated, for federal income tax purposes, as earned and received by you in the tax year in which the contribution is made.

      Catch-up Contributions . If you have made the maximum amount of regular elective deferral contributions allowed by the Plan or other legal limits and you have attained at least age 50 (or will reach age 50 prior to the end of the plan year), you are also eligible to make an additional catch-up contribution. You may authorize your employer to withhold a specified dollar amount of your compensation for this purposes. For 2007, the maximum catch-up contribution is $5,000.

Loans under the Plan

     You may apply for a loan under the Plan, subject to the rules and limitations imposed by the Internal Revenue Code and the Plan document. The amount of any loan is limited to the lesser of $50,000 or 50 percent of your vested account balance under the Plan. The minimum amount of loan and the term of the loan is determined in accordance with the guidelines of the Northfield Bank Loan Policy.

Vesting

     Your vested interest in your elective deferral contributions, after-tax contributions, rollover contributions, discretionary employer contributions, prior pension plan contributions, and prior employer matching contributions is always 100%.

     Matching contributions become vested according to the following schedule:

     You are credited with a year of service for each 365-day period of employment, measured from your date of hire.

     You will become immediately 100% vested in your matching contributions upon attainment of your normal retirement age, if you become permanently disabled or terminate employment as a result of your death.

Non-Hardship Withdrawals from the Plan

     A substantial federal tax penalty may be imposed on withdrawals made prior to your attainment of age 59 ¹ / 2 , regardless of whether such a withdrawal occurs during your employment with Northfield Bank or after termination of employment. If you have not yet reached age 59 ¹ / 2 , you may request a withdrawal from some of your Plan accounts for any reason. Withdrawals will be made in the following order: first, from your after-tax contribution account; second, from your rollover contribution account; third, from the vested portion of your matching contribution account, provided you have completed 60 or more consecutive months of participation in the

Plan or prior plan or in the former Liberty Bank 401(k) Savings Plan, and, fourth, from the vested portion of your prior employer matching contribution account, provided you have completed 60 or more consecutive months of participation in the Plan or in the former Liberty Bank 401(k) Saving Plan. You may not make more than one withdrawal in any calendar year.

     Upon attainment of age 59 ¹ / 2 , you may withdraw from your Plan accounts for any reason. Withdrawals will be made in the following order: first, from your after-tax contribution account; second, from your rollover contribution account; third, from your elective deferral contribution account; fourth, from the vested portion of your matching contribution account; fifth, from your prior employer matching contribution account; sixth, from your discretionary employer contribution account, and seventh, from your prior pension plan contribution account. You may not make more than one withdrawal in any calendar year.

Hardship Withdrawals

     You may be eligible for a hardship withdrawal if you have an immediate and substantial financial need to meet certain expenses and you have no other reasonably available resources to meet your need. Among other requirements, you must first withdraw all amounts available to you under the non-hardship provisions of the Plan before you may apply for a hardship withdrawal. Your hardship withdrawal may include amounts necessary to pay any federal, state or local income taxes or penalties expected to result from the withdrawal. The financial needs for which you can receive a hardship withdrawal are:

	•		Purchase of your principal residence (not including mortgage payments);
	•		Payment of post-secondary school education for the next 12 months for you, your spouse or dependents;
	•		Unreimbursed medical expenses which were previously incurred, or expenses which are necessary to obtain medical care for you, your spouse or dependents;
	•		Prevention of eviction from your principal residence or foreclosure on the mortgage of your principal residence;
	•		Payment of funeral expenses for your parent, spouse, child, or dependent;
	•		Expenses for the repair of damage to your principal residence that would qualify for a casualty loss deduction under the Internal Revenue Code.

     You must show that the amount does not exceed the amount you need to meet your financial need, you must have obtained all other distributions and non-taxable loans available to you under any employer plan, and you may not have any elective deferral contributions or matching contributions made on your behalf for at least 6 months.

Distribution upon Retirement, Disability, or upon Termination of Employment

     You may choose to have retirement benefits begin on or after your normal retirement date (age 65) or your early retirement date (the first day of any month coincident with or following the date you terminate employment after you attain age 55). If you continue working after your normal retirement date, your distribution will generally be deferred at least until your actual retirement date (your postponed retirement date). You are also eligible for a benefit distribution if you become disabled while you are an active employee of Northfield Bank. In addition, if you

terminate your employment before you are eligible to retire, for any reason other than disability or death, you will be entitled to the vested value of your Plan accounts.

Forms of Distributions

     Plan distributions at retirement, upon disability or upon termination of employment for reasons other than death will be made in the following standard forms of payment, unless you choose an optional form of payment. If you terminate employment at your normal, early or postponed retirement date, or upon becoming permanently disabled, and the value of your Plan accounts is $1,000 or less, your benefits will be paid to you in a single cash payment as soon as administratively possible following your termination of employment. If the value of your Plan accounts exceeds $5,000, you benefits will be paid to you at the time you would have reached your normal retirement date or postponed retirement date, in a single cash payment. If the value of your Plan accounts is at least $1,000 but does not exceed $5,000, and you have not elected to receive your benefit under an available optional form of payment, the value of your Plan account will be transferred to an individual retirement account (IRA) established on your behalf by the Plan administrator.

     If you terminate employment for reasons other than retirement or disability and the value of your vested Plan accounts is $1,000 or less, your benefits will be paid to you in a single cash payment as soon as administratively possible after your termination of employment. If you terminate employment for reasons other than retirement or disability and the value of your vested Plan accounts is greater than $5,000, your benefits will be paid in a single cash payment at the time you would have reached your normal retirement date. If you terminate employment for reasons other than retirement or disability and your Plan accounts is greater than $1,000 but does not exceed $5,000 and you have not elected to receive your benefits under an available optional form of payment, the value of your Plan accounts will be transferred to a rollover individual retirement account (IRA) established on your behalf by the Plan administrator.

     Optional forms of payment include a single cash payment, deferred payment and rollovers. A single cash payment is available if you terminate employment at any time on or after your early retirement date and prior to your normal retirement date or due to disability, and the value of your vested Plan accounts exceeds $1,000. You may also elect to receive the value of your vested Plan accounts in a single cash payment if you terminate employment for reasons other than retirement or disability and the value of your vested accounts exceeds $5,000.

     You may elect to defer receipt of your vested Plan accounts until after your normal retirement date or after your actual retirement date (if you retire after your normal retirement date), provided you receive at least a portion of your account balance no later than the first day of April following the calendar year in which you retire (or terminate employment due to disability) or, if later, you attain age 70 ¹ / 2 .

     Regardless of the reason for which you terminate employment or the value of your Plan accounts, you may request that the value of your Plan accounts be transferred to a rollover individual retirement account (IRA), another employer’s qualified plan, a Section 403(b) annuity

contract or a Section 457(b) governmental plan maintained by a state or agency of the state, if the other plan or contract permits it.

     If you die and have not made a valid election as to how payments are to be made, the value of your vested Plan account will be paid to your beneficiary in a single cash payment. If your designated beneficiary is your spouse and you die before attaining age 70 ¹ / 2 , payment to your spouse will be made no later than the date you would have attained age 70 ¹ / 2 . If your designated beneficiary is your spouse and you die on or after attaining age 70 ¹ / 2 , payment to your spouse will be made as soon as administratively possible. If your designated beneficiary is not your spouse, payment to your designated beneficiary will be made within one year of the date of your death.

Investment of Contributions and Account Balances

     All amounts credited to your accounts under the Plan are held in the Plan trust (the “Trust”), which is administered by the trustee appointed by Northfield Bank’s Board of Directors.

     Prior to the effective date of the stock offering, you were provided the opportunity to direct the investment of your account into one of the following funds:

	•		RSI Retirement Trust Value Equity Fund
	•		RSI Retirement Trust Actively Managed Bond Fund
	•		Wells Fargo Galliard Stable Return Fund J
	•		Fiserv Trust Sunrise Retirement Balanced Equity Fund
	•		Fiserv Trust Sunrise Retirement Balanced Fund
	•		Fiserv Trust Sunrise Retirement Diversified Income Fund
	•		Fiserv Trust Sunrise Retirement Diversified Equity Fund
	•		Fiserv Trust Sunrise Retirement Diversified Equity Income Fund
	•		Fiserv Trust Sunrise Retirement Income Fund
	•		Fiserv Trust Sunrise Retirement Capital Preservation Fund
	•		Alger MidCap Growth Institutional Fund I
	•		SSgA S&P 500 Index Fund
	•		PIMCO Total Return Fund Admin
	•		Neuberger Berman Genesis Fund Trust
	•		Federated Kaufmann Fund A
	•		Evergreen International Equity Fund A
	•		AIM Capital Development Fund A
	•		T. Rowe Price Growth Stock Fund R

     Once in any calendar quarter, you may submit a request form (including an electronic form) to a Plan representative to increase, decrease, suspend or resume your Elective Deferral Contributions. If you increase or decrease your contribution percentage, the change will go into effect as of the first payroll period following 10 days after you submit your written request or as soon as possible thereafter.

     You may change your investment direction of future contributions at any time by telephone through the Retirement System Group Information Center at 888-401-3539 or through the Internet (which can be reached via www.rsgroup.com ). For further information regarding changes to your investment directions, please contact your Plan Administrator at 718-448-1000. In addition, if permitted by the Plan Committee, you may submit a written request to a Plan representative at least 10 days prior to the date the change is to take effect. If your change in investment direction is made in this manner, it will become effective as of the first payroll period following your written notice to the Plan representative, or as soon as possible thereafter.

     You can transfer existing investment account balances from one fund to another at any time, by telephone though the Retirement System Group Information Center or through the Internet.

     In connection with the stock offering, the Plan now provides that in addition to the funds specified above, you may direct the trustee, or its representative, to invest all or a portion of your account in the Northfield Bancorp, Inc. Stock Fund.

     Pending investment in shares of common stock, amounts allocated towards the purchase of shares in the stock offering will be held in the Fiserv Money Market Fund. The returns of the Fiserv Money Market Fund were as follows: first quarter 2007: 3.45%; 2006 yields: 3.06%; 2005 yields: 1.51%; 2004 yields: 0.97%; 2003 yields: 1.05%. In the event of an oversubscription that prevents you from purchasing all of the shares of common stock that you ordered in the stock offering, the amounts that you elected to invest but were unable to invest, plus any earnings on those amounts, will be reinvested among the other funds of the Plan in accordance with your then existing investment election (in proportion to your investment direction for future contributions).

     Following the stock offering, you may elect to have both past contributions and earnings, as well as future contributions to your account invested among the funds listed above and Northfield Bancorp, Inc. Stock Fund.

Investment Funds and Performance History

     The following table provides performance data with respect to the investment funds available under the Plan through March 31, 2007:

     The following is a brief description of each of the Plan’s investment funds. For more complete information with respect to a particular fund, you should request a prospectus for that fund. You may request a prospectus for a particular fund by contacting Madeline Frank at 718-448-1000.

RSI Retirement Trust Value Equity Fund . The fund seeks long-term capital appreciation. The fund invests in stocks of a broadly diversified group of financially strong, medium-to-large sized companies with below market price-to-earnings ratios, and considered by the manager to be undervalued. Retirement System Investors Inc. is the investment adviser, while the fund is sub-advised by Shay Assets Management, Inc.

RSI Retirement Trust Actively Managed Bond Fund . The fund seeks principal appreciation and income return over time by investing in high quality fixed-income securities, without limit as to maturity. The fund must invest at least 65% of assets in securities of the U.S. government, its agencies or instrumentalities. The balance of the assets may be invested in high quality corporate debt. At least 75% of the fund’s holdings must have a quality rating of AA or better, with a minimum quality rating of A, at the time of purchase. Retirement System Investors Inc. is the investment adviser, while the fund is sub-advised by Shay Assets Management, Inc.

Wells Fargo Galliard Stable Return Fund J . The fund seeks safety of principal and consistency of returns with minimal volatility. The fund is intended for conservative investors seeking more income than money market funds without the price fluctuation of stock or bond funds. The fund invests in financial instruments issued by highly rated companies. These include guaranteed investment contracts (GICs), security backed contracts (synthetic GICs) and cash equivalents. The weighted average quality of the portfolio is maintained at “AA” or better.

Fiserv Trust Sunrise Retirement Balanced Equity Fund . This fund seeks to be 70% invested in a diversified mix of equity mutual funds and 30% in fixed-income mutual funds. The equity allocation includes mutual funds that invest in U.S. large-cap, mid-cap and small-cap equity securities as well as non-U.S. equity securities. The fixed-income exposure will be invested in intermediate-term fixed-income and money market mutual funds. Under normal circumstances, this fund’s strategic asset class targets include: 35% U.S. large-cap equity, 22% U.S. mid/small-cap equity, 13% non-U.S. equity, 27% fixed-income, and 3% cash equivalents. RSGroup Trust Company is the sub-adviser of the fund.

Fiserv Trust Sunrise Retirement Balanced Fund . This fund seeks to be 55% invested in a diversified mix of equity mutual funds and 45% in fixed-income mutual funds. The equity allocation includes mutual funds that invest in U.S. large-cap, mid-cap and small-cap equity securities, as well as non-U.S. equity securities. The fixed-income exposure will be invested in intermediate-term fixed-income and money market mutual funds. Under normal circumstances, this fund’s strategic asset class targets include: 30% U.S. large-cap equity, 15% U.S. mid/small-cap equity, 10% non-U.S. equity, 42% fixed-income, and 3% cash equivalents. RSGroup Trust Company is the sub-adviser of the fund.

Fiserv Trust Sunrise Retirement Diversified Income Fund . This fund seeks to be 40% invested in a diversified mix of equity mutual funds and 60% in fixed-income mutual funds. The equity allocation includes mutual funds that invest in U.S. large-cap, mid-cap and small-cap equity securities, as well as non-U.S. equity securities. The fixed-income exposure will be invested in intermediate-term fixed-income and money market mutual funds. Under normal circumstances, this fund’s strategic asset class targets include: 25% U.S. large-cap equity, 10%

U.S. mid/small-cap equity, 5% non-U.S. equity, 57% fixed-income, and 3% cash equivalents. RSGroup Trust Company is the sub-adviser of the fund.

Fiserv Trust Sunrise Retirement Diversified Equity Fund . This fund is the most aggressive asset allocation portfolio among the Fiserv Trust Sunrise Retirement Funds. The fund seeks to be 97% invested in a diversified mix of equity mutual funds, including mutual funds that invest in U.S. large-cap, mid-cap and small-cap equity securities, as well as non-U.S. equity securities. The balance will be invested in a money market portfolio. Under normal circumstances, this fund’s strategic asset class targets include: 42% U.S. large-cap equity, 35% U.S. mid/small-cap equity, 20% non-U.S. equity, and 3% cash equivalents. RSGroup Trust Company is the sub-adviser of the fund.

Fiserv Trust Sunrise Retirement Diversified Equity Income Fund . This fund seeks to be 85% invested in a diversified mix of equity mutual funds and 15% in fixed-income mutual funds. The equity allocation includes mutual funds that invest in U.S. large-cap, mid-cap and small-cap equity securities, as well as non-U.S. equity securities. The fixed-income exposure will be invested in intermediate-term fixed-income and money market mutual funds. Under normal circumstances, this fund’s strategic asset class targets include: 40% U.S. large-cap equity, 28% U.S. mid/small-cap equity, 17% non-U.S. equity, 12% fixed-income, and 3% cash equivalents. RSGroup Trust Company is the sub-adviser of the fund.

Fiserv Trust Sunrise Retirement Income Fund . This fund seeks to be 25% invested in a diversified mix of equity mutual funds and 75% in fixed-income mutual funds. The equity allocation includes mutual funds that invest in U.S. large-cap and small-cap equity securities. The fixed-income exposure will be invested in intermediate and short-term fixed-income, as well as money market, mutual funds. Under normal circumstances, this fund’s strategic asset class targets include: 20% U.S. large-cap equity, 5% U.S. small-cap equity, 72% fixed-income, and 3% cash equivalents. RSGroup Trust Company is the sub-adviser of the fund.

Fiserv Trust Sunrise Retirement Capital Preservation Fund . This fund seeks to be 10% invested in a diversified mix of equity mutual funds and 90% in fixed-income mutual funds. The equity allocation includes mutual funds that invest in U.S. large-cap equity securities. The fixed-income exposure will be invested in intermediate and short-term fixed-income, as well as money market, mutual funds. Under normal circumstances, this fund’s strategic asset class targets include: 10% U.S. large-cap equity, 87% fixed-income, and 3% cash equivalents. RSGroup Trust Company is the sub-adviser of the fund.

Alger MidCap Growth Institutional Fund I . The fund seeks long-term capital appreciation. The fund focuses on mid-sized companies with promising growth potential. Under normal circumstances, the fund invests primarily in the equity securities of medium-capitalization companies. A medium-capitalization company has a market capitalization within the range of companies in the Russell Midcap Growth Index or the S&P MidCap 400 Index.

SSgA S&P 500 Index Fund . The fund seeks to replicate the total return of the S&P 500 Index. The fund intends to invest in all 500 stocks in the S&P 500 Index in proportion to the weighting in the Index. If it is not able to purchase all 500 stocks, due to monetary constraints, it may

purchase a representative sample. The fund hopes to achieve a correlation with the Index of at least 0.95, before deduction of fund expenses.

PIMCO Total Return Fund Admin . The fund seeks total return consistent with preservation of capital. The fund normally invests at least 65% of assets in debt securities, including U.S. government securities, corporate bonds, and mortgage-related securities. It may invest up to 20% of assets in securities denominated in foreign currencies. The fund may invest up to 10% of assets in high yield securities rated B or higher. The portfolio duration generally ranges from three to six years.

Neuberger Berman Genesis Fund Trust . The fund seeks growth of capital. The fund invests primarily in common stocks of companies with market capitalizations of $1.5 billion or less at the time of purchase. The fund’s management seeks securities it believes to be undervalued and that are issued by companies that have above-average returns, an established market niche, the ability to finance their own growth and sound future business prospects.

Federated Kaufman Fund A . The fund seeks long-term capital appreciation. The fund invests primarily in common stocks of small and medium-sized companies that are reasonably priced and exhibit positive growth characteristics. To select investments, the advisor evaluates a company’s growth prospects and new product development; the economic outlook for its industry; management; security price and estimated fundamental value and financial characteristics. It may invest up to 25% of assets in foreign securities.

Evergreen International Equity Fund A . The fund seeks to achieve long-term growth of capital and secondarily, modest income. The fund normally invests at least 80% of its assets in equity securities issued by established, quality non-U.S. companies located in countries with developed markets.

AIM Capital Development Fund A . The fund seeks long-term growth of capital. The fund invests in securities, including common stocks, convertible securities and bonds, of small and medium-sized companies. It may also invest up to 25% of assets in foreign securities and may hold a portion of assets in cash or cash equivalents.

T. Rowe Price Growth Stock Fund R . This is an actively managed large-cap growth fund that seeks investments in companies that have the ability to pay increasing dividends through strong cash flow. This fund provides long-term capital appreciation potential by focusing on established growth companies with proven performance records. These companies are typically financially sound and represent a wide variety of industries. T. Rowe Price employs bottom-up fundamental research in its research process that focuses on industry and company dynamics, management team quality, and financial statement analysis.

      An investment in any of the funds listed above is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. As with any mutual fund investment, there is always a risk that you may lose money on your investment in any of the funds listed above.

Investment in Common Stock of Northfield Bancorp, Inc.

     In connection with the stock offering, the Plan now offers the Northfield Bancorp, Inc. Stock Fund as an additional choice to the investment options described above. Northfield Bancorp, Inc. Stock Fund invests primarily in the shares of common stock of Northfield Bancorp, Inc. In connection with the stock offering, you may, in the manner described earlier, direct the trustee to invest up to 100% of your plan account in Northfield Bancorp, Inc. Stock Fund as a one-time special election. Subsequent to the stock offering, you may elect to invest all or a portion of your elective deferral contributions or matching contributions in Northfield Bancorp, Inc. Stock Fund; you may also elect to transfer into Northfield Bancorp, Inc. Stock Fund all or a portion of your accounts currently invested in other funds under the Plan.

     Northfield Bancorp, Inc. Stock Fund consists primarily of investments in the shares of common stock of Northfield Bancorp, Inc. After the stock offering, the trustee of the Plan will use all amounts held by it in Northfield Bancorp, Inc. Stock Fund to purchase additional shares of common stock of Northfield Bancorp, Inc.

     As of the date of this prospectus supplement, shares of Northfield Bancorp, Inc. common stock have been issued only to NSB Holding Corp. There is no established market for Northfield Bancorp, Inc. common stock. Accordingly, there is no record of the historical performance of Northfield Bancorp, Inc. Stock Fund. Performance of Northfield Bancorp, Inc. Stock Fund depends on a number of factors, including the financial condition and profitability of Northfield Bancorp, Inc. and Northfield Bank and market conditions for shares of Northfield Bancorp, Inc. common stock generally.

     Investments in Northfield Bancorp, Inc. Stock Fund involve special risks common to investments in the shares of common stock of Northfield Bancorp, Inc.

      For a discussion of material risks you should consider, see “Risk Factors” beginning on page ___ of the attached prospectus.

Administration of the Plan

      The Trustee and Custodian . RSGroup Trust Company serves as trustee for all of the investment funds under the Plan.

      Plan Administrator . Pursuant to the terms of the Plan, the Plan is administered by Northfield Bank, the Plan administrator. The address of the Plan administrator is Northfield Bank, Attention: Madeline Frank, Senior Vice President/Human Resources, 1731 Victory Boulevard, Staten Island, New York 10314-3598, telephone (718) 448-1000. The Plan administrator is responsible for the administration of the Plan, interpretation of the provisions of the Plan, prescribing procedures for filing applications for benefits, preparation and distribution of information explaining the Plan, maintenance of Plan records, books of account and all other data necessary for the proper administration of the Plan, preparation and filing of all returns and reports relating to the Plan which are required to be filed with the U.S. Department of Labor and

the Internal Revenue Service, and for all disclosures required to be made to participants, beneficiaries and others under Sections 104 and 105 of ERISA.

      Reports to Plan Participants . The Plan administrator will furnish you a statement at least quarterly showing the balance in your account as of the end of that period, the amount of contributions allocated to your account for that period, any withdrawal or distribution activity and any adjustments to your account to reflect earnings or losses (if any).

Amendment and Termination

     It is the intention of Northfield Bank to continue the Plan indefinitely. Nevertheless, Northfield Bank may terminate the Plan at any time. If the Plan is terminated in whole or in part, then regardless of other provisions in the Plan, you will have a fully vested interest in your accounts, including all employer matching contributions and discretionary contributions. Northfield Bank reserves the right to make any amendment or amendments to the Plan which do not cause any part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries; provided, however, that Northfield Bank may make any amendment it determines necessary or desirable, with or without retroactive effect, to comply with ERISA.

Merger, Consolidation or Transfer

     In the event of the merger or consolidation of the Plan with another plan, or the transfer of the trust assets to another plan, the Plan requires that you would, if either the Plan or the other plan terminates, receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit you would have been entitled to receive immediately before the merger, consolidation or transfer, if the Plan had then terminated.

Federal Income Tax Consequences

     The following is a brief summary of the material federal income tax aspects of the Plan. You should not rely on this summary as a complete or definitive description of the material federal income tax consequences relating to the Plan. Statutory provisions change, as do their interpretations, and their application may vary in individual circumstances. Finally, the consequences under applicable state and local income tax laws may not be the same as under the federal income tax laws. Please consult your tax advisor with respect to any distribution from the Plan and transactions involving the Plan.

     As a “tax-qualified retirement plan,” the Plan is granted special tax treatment, including:

     (1) the sponsoring employer is allowed an immediate tax deduction for the amount contributed to the Plan each year;

     (2) participants pay no current income tax on amounts contributed by the employer (e.g., employee elective deferrals, including catch-up contributions, and employer matching contributions and discretionary contributions) on their behalf; and

     (3) earnings of the Plan are tax-deferred, thereby permitting the tax-free accumulation of income and gains on investments.

     Northfield Bank will administer the Plan to comply with the requirements of the Code as of the applicable effective date of any change in the law.

      Lump-Sum Distribution . A distribution from the Plan to a participant or the beneficiary of a participant will qualify as a lump-sum distribution if it is made within one taxable year, on account of the participant’s death, disability or separation from service, or after the participant attains age 59 ¹ / 2 , and consists of the balance credited to participants under the Plan and all other profit sharing plans (and in some cases all other stock bonus plans), if any, maintained by Northfield Bank. The portion of any lump-sum distribution required to be included in your taxable income for federal income tax purposes consists of the entire amount of the lump-sum distribution, less the amount of after-tax contributions, if any, you have made to this Plan and any other profit sharing plans maintained by Northfield Bank, which is included in the distribution.

      Northfield Bancorp, Inc. Common Stock Included in Lump-Sum Distribution . If a lump-sum distribution includes Northfield Bancorp, Inc. common stock, the distribution generally will be taxed in the manner described above, except that the total taxable amount may be reduced by the amount of any net unrealized appreciation with respect to Northfield Bancorp, Inc. common stock, that is, the excess of the value of Northfield Bancorp, Inc. common stock at the time of the distribution over its cost or other basis of the securities to the trust. The tax basis of Northfield Bancorp, Inc. common stock, for purposes of computing gain or loss on its subsequent sale, equals the value of Northfield Bancorp, Inc. common stock at the time of distribution, less the amount of net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of Northfield Bancorp, Inc. common stock, to the extent of the amount of net unrealized appreciation at the time of distribution, will constitute long-term capital gain, regardless of the holding period of Northfield Bancorp, Inc. common stock. Any gain on a subsequent sale or other taxable disposition of Northfield Bancorp, Inc. common stock, in excess of the amount of net unrealized appreciation at the time of distribution, will be considered long-term capital gain. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of the distribution, to the extent allowed by regulations to be issued by the Internal Revenue Service.

      Distributions: Rollovers and Direct Transfers to Another Qualified Plan or to an IRA . You may roll over virtually all distributions from the Plan to another qualified plan or to an individual retirement account in accordance with the terms of the other plan or account.

      Notice of Your Rights Concerning Employer Securities. There has been an important change in federal law that provides specific rights concerning investments in employer securities, such as Northfield Bancorp, Inc. common stock. Because you may in the future have investments in Northfield Bancorp, Inc. Stock Fund under the Plan, you should take the time to read the following information carefully.

      Your Rights Concerning Employer Securities . Beginning in 2007, the Plan must allow you to elect to move any portion of your account that is invested in Northfield Bancorp, Inc. Stock Fund from that investment into other investment alternatives under the Plan. You may contact the Plan administrator shown above for specific information regarding this new right, including how to make this election. In deciding whether to exercise this right, you will want to give careful consideration to the information below that describes the importance of diversification. All of the investment options under the Plan are available to you if you decide to diversify out of Northfield Bancorp, Inc. Stock Fund.

      The Importance of Diversifying Your Retirement Savings . To help achieve long-term retirement security, you should give careful consideration to the benefits of a well-balanced and diversified investment portfolio. Spreading your assets among different types of investments can help you achieve a favorable rate of return, while minimizing your overall risk of losing money. This is because market or other economic conditions that cause one category of assets, or one particular security, to perform very well often cause another asset category, or another particular security, to perform poorly. If you invest more than 20% of your retirement savings in any one company or industry, your savings may not be properly diversified. Although diversification is not a guarantee against loss, it is an effective strategy to help you manage investment risk.

     In deciding how to invest your retirement savings, you should take into account all of your assets, including any retirement savings outside of the Plan. No single approach is right for everyone because, among other factors, individuals have different financial goals, different time horizons for meeting their goals, and different tolerance for risk. Therefore, you should carefully consider the rights described here and how these rights affect the amount of money that you invest in Northfield Bancorp, Inc. common stock through the Plan.

     It is also important to periodically review your investment portfolio, your investment objectives, and the investment options under the Plan to help ensure that your retirement savings will meet your retirement goals.

Additional ERISA Considerations

     As noted above, the Plan is subject to certain provisions of ERISA, including special provisions relating to control over the Plan’s assets by participants and beneficiaries. The Plan’s feature that allows you to direct the investment of your account balances is intended to satisfy the requirements of Section 404(c) of ERISA relating to control over plan assets by a participant or beneficiary. The effect of this is two-fold. First, you will not be deemed a “fiduciary” because of your exercise of investment discretion. Second, no person who otherwise is a fiduciary, such as Northfield Bank, the Plan administrator, or the Plan’s trustee is liable under the fiduciary responsibility provision of ERISA for any loss which results from your exercise of control over the assets in your Plan account.

     Because you will be entitled to invest all or a portion of your account balance in the Plan in Northfield Bancorp, Inc. common stock, the regulations under Section 404(c) of ERISA require that the Plan establish procedures that ensure the confidentiality of your decision to purchase, hold, or sell employer securities, except to the extent that disclosure of such

information is necessary to comply with federal or state laws not preempted by ERISA. These regulations also require that your exercise of voting and similar rights with respect to the common stock be conducted in a way that ensures the confidentiality of your exercise of these rights.

Securities and Exchange Commission Reporting and Short-Swing Profit Liability

     Section 16 of the Securities Exchange Act of 1934, as amended, imposes reporting and liability requirements on officers, directors, and persons beneficially owning more than 10% of public companies such as Northfield Bancorp, Inc. Section 16(a) of the Securities Exchange Act of 1934 requires the filing of reports of beneficial ownership. Within 10 days of becoming an officer, director or person beneficially owning more than 10% of the shares of Northfield Bancorp, Inc., the individual must file a Form 3 with the Securities and Exchange Commission reporting initial beneficial ownership. Changes in beneficial ownership, such as purchases, sales and gifts generally must be reported periodically, either on a Form 4, within two business days after the change occurs, or annually on a Form 5, within 45 days after the close of Northfield Bancorp, Inc.’s fiscal year. Discretionary transactions in and beneficial ownership of the common stock through Northfield Bancorp, Inc. Stock Fund of the Plan by officers, directors and persons beneficially owning more than 10% of the common stock of Northfield Bancorp, Inc. generally must be reported to the Securities and Exchange Commission by such individuals.

     In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934, as amended, provides for the recovery by Northfield Bancorp, Inc. of profits realized by an officer, director or any person beneficially owning more than 10% of Northfield Bancorp, Inc.’s common stock resulting from non-exempt purchases and sales of Northfield Bancorp, Inc. common stock within any six-month period.

     The Securities and Exchange Commission has adopted rules that provide exemptions from the profit recovery provisions of Section 16(b) for all transactions in employer securities within an employee benefit plan, provided certain requirements are met. These requirements generally involve restrictions upon the timing of elections to acquire or dispose of employer securities for the accounts of Section 16(b) persons.

     Except for distributions of common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, persons affected by Section 16(b) are required to hold shares of common stock distributed from the Plan for six months following such distribution and are prohibited from directing additional purchases within Northfield Bancorp, Inc. Stock Fund for six months after receiving such a distribution.

Financial Information Regarding Plan Assets

     Audited financial information representing the assets available for plan benefits at December 31, 2005 and December 31, 2004, and changes in net assets available for benefits for the years ended December 31, 2005 and December 31, 2004, are available upon written request to the Plan Administrator at the address shown above.

LEGAL OPINION

     The validity of the issuance of the common stock has been passed upon by Luse Gorman Pomerenk & Schick, A Professional Corporation, Washington, D.C., which firm acted as special counsel to Northfield Bancorp, Inc. in connection with Northfield Bancorp, Inc.’s stock offering.

PROSPECTUS

Northfield Bancorp, Inc.

Holding Company for Northfield Bank

18,616,936 Shares of Common Stock

     Northfield Bancorp, Inc., a federally chartered corporation, is offering for sale 18,616,936 shares of its common stock, $0.01 par value, on a best efforts basis. The shares being offered represent 43% of our shares of common stock that will be outstanding upon completion of the stock offering. Upon completion of the stock offering, 55% of our outstanding shares of common stock will be owned by Northfield Bancorp, MHC, our federally chartered mutual holding company parent. In addition, we intend to contribute $3.0 million in cash and 2% of our outstanding shares of common stock to a charitable foundation we will establish in connection with the stock offering. The contribution of cash and shares of common stock will total $9.4 million at the minimum of the offering range, up to a maximum contribution of $13.0 million.

     We must sell a minimum of 13,760,344 shares in order to complete the stock offering, and we will terminate the stock offering if we do not sell the minimum number of shares. We may sell up to 21,409,476 shares because of changes in market conditions without resoliciting subscribers. The stock offering is scheduled to terminate at 4:00 p.m., Eastern Time, on [offering deadline]. We may extend the termination date without notice to you, until [Extension date], unless the Office of Thrift Supervision approves a later date, which may not be beyond [Final date].

     Depositors of Northfield Bank with aggregate deposit account balances of $50 or more as of March 31, 2006 will have first priority rights to subscribe for our shares of common stock. The minimum purchase is 25 shares of common stock. Generally, the maximum purchase that an individual may make in the subscription offering is 25,000 shares, and no person by himself, or with an associate or group of persons acting in concert, may purchase more than 50,000 shares in the entire stock offering. Once submitted, orders are irrevocable unless the stock offering is terminated or extended beyond [Extension date]. If the stock offering is extended beyond [Extension date], subscribers will have the right to modify or rescind their purchase orders. Funds received prior to the completion of the stock offering up to the minimum of the offering range will be held by Northfield Bank. Funds received in excess of the minimum of the offering range may be maintained at Northfield Bank or, at our discretion, at another federally insured depository institution. However, in no event will we maintain more than one escrow account. All subscriptions received will bear interest at Northfield Bank’s passbook savings rate, which is currently 0.60% per annum. If the stock offering is terminated, subscribers will have their funds returned promptly, with interest.

     Sandler O’Neill & Partners, L.P. will use its best efforts to assist us in selling our shares of common stock, but is not obligated to purchase any of the shares of common stock that are being offered for sale. Subscribers will not pay any commissions to purchase shares of common stock in the stock offering. There is currently no public market for the shares of common stock. Sandler O’Neill & Partners, L.P. has advised us that it intends to make a market in our shares of common stock, but is under no obligation to do so. We expect that our shares of common stock will be quoted on the Nasdaq Global Select Market under the symbol “NFBK.”

This investment involves risk, including the possible loss of principal.
Please read the “Risk Factors” beginning on page 20.

[MAP OF NORTHFIELD BANK BRANCH NETWORK

APPEARS ON INSIDE FRONT COVER]

TABLE OF CONTENTS

SUMMARY			1
RISK FACTORS			20
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA			29
FORWARD LOOKING STATEMENTS			31
HOW WE INTEND TO USE THE PROCEEDS FROM THE STOCK OFFERING			32
OUR POLICY REGARDING DIVIDENDS			34
MARKET FOR THE COMMON STOCK			35
REGULATORY CAPITAL COMPLIANCE			36
CAPITALIZATION			38
PRO FORMA DATA			40
COMPARISON OF VALUATION AND PRO FORMA INFORMATION WITH AND WITHOUT THE CHARITABLE FOUNDATION			49
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			50
BUSINESS OF NORTHFIELD BANCORP, INC.			76
BUSINESS OF NORTHFIELD BANK			76
FEDERAL AND STATE TAXATION			101
SUPERVISION AND REGULATION			103
MANAGEMENT			114
THE STOCK OFFERING			145
NORTHFIELD BANK FOUNDATION			164
RESTRICTIONS ON THE ACQUISITION OF NORTHFIELD BANCORP, INC. AND NORTHFIELD BANK			168
DESCRIPTION OF CAPITAL STOCK OF NORTHFIELD BANCORP, INC.			170
TRANSFER AGENT AND REGISTRAR			172
LEGAL AND TAX MATTERS			172
EXPERTS			172
WHERE YOU CAN FIND MORE INFORMATION			172
REGISTRATION REQUIREMENTS			173
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS			F-1

SUMMARY

      The following summarizes material information regarding the offering of shares of common stock by Northfield Bancorp, Inc. and the business of Northfield Bancorp, Inc. and Northfield Bank. However, this summary may not contain all the information that may be important to you. For additional information, you should read this entire prospectus carefully, including the consolidated financial statements and the notes to the consolidated financial statements of Northfield Bancorp, Inc.

Our Organization

     In 1995 Northfield Bank (then named Northfield Savings Bank) reorganized into the mutual holding company structure. As part of the reorganization, Northfield Bank formed NSB Holding Corp., a New York mutual holding company. As a result of the reorganization, Northfield Bank became a New York-chartered capital stock savings bank regulated by the New York State Banking Department, and a wholly-owned subsidiary of NSB Holding Corp. In 2002, Northfield Bank organized Northfield Bancorp, Inc. as its New York mid-tier stock holding company and the wholly-owned subsidiary of NSB Holding Corp. The same directors and certain officers who manage Northfield Bank manage Northfield Bancorp, Inc. and NSB Holding Corp. In connection with the stock offering, Northfield Bank, Northfield Bancorp, Inc. and NSB Holding Corp. are converting their charters from New York State charters to federal charters, and will be regulated by the Office of Thrift Supervision. In addition, NSB Holding Corp. will be renamed Northfield Bancorp, MHC.

The Stock Offering

     Federal regulations require that as long as Northfield Bancorp, MHC exists, it must own a majority of our outstanding shares of common stock. Accordingly, the shares that we are permitted to sell in the stock offering and contribute to a charitable foundation must represent a minority of our outstanding shares of common stock. Based on these restrictions, our board of directors has decided to offer 43% of our shares of common stock for sale in the stock offering. In addition, we intend to contribute cash of $3.0 million and 2% of our outstanding shares of common stock to a charitable foundation we will establish. The contribution of cash and shares of common stock will total $9.4 million at the minimum of the offering range, up to a maximum contribution of $13.0 million. Our remaining outstanding shares of common stock will be held by Northfield Bancorp, MHC.

     The following chart shows our ownership structure following the stock offering:

The Companies

      Northfield Bancorp, MHC

     Upon completion of the charter conversion, Northfield Bancorp, MHC will be a federally chartered mutual holding company that will succeed NSB Holding Corp., a New York mutual holding company. NSB Holding Corp. currently owns 100% of the outstanding common stock of Northfield Bancorp, Inc. NSB Holding Corp. does not engage in any significant business activity other than owning the common stock of Northfield Bancorp, Inc. and Northfield Bancorp, MHC does not intend to expand its business activities after the stock offering. Upon completion of the stock offering, Northfield Bancorp, MHC is expected to own 55% of the outstanding shares of common stock of Northfield Bancorp, Inc. So long as Northfield Bancorp, MHC exists, it is required to own a majority of the voting stock of Northfield Bancorp, Inc. The executive office of Northfield Bancorp, MHC is located at 1731 Victory Boulevard, Staten Island, New York, and its telephone number is (718) 448-1000.

      Northfield Bancorp, Inc.

     Upon completion of the charter conversion, Northfield Bancorp, Inc. will be a federally chartered mid-tier stock holding company. Northfield Bancorp, Inc. currently owns 100% of the outstanding common stock of Northfield Bank. At March 31, 2007, Northfield Bancorp, Inc. had consolidated assets of $1.3 billion, consolidated loans of $422.2 million, consolidated deposits of $966.5 million and consolidated stockholder’s equity of $171.0 million. Its net income for the year ended December 31, 2006 was $10.8 million. The executive office of Northfield Bancorp, Inc. is located at 1731 Victory Boulevard, Staten Island, New York, and its telephone number is (718) 448-1000.

      Northfield Bank

     Northfield Bank was organized in 1887 and is currently a New York-chartered savings bank headquartered in Staten Island, New York. Upon completion of the charter conversion, Northfield Bank will be a federally chartered savings bank. All of the rights, obligations, assets and liabilities of Northfield Bank, as a New York-chartered savings bank, will be assumed by Northfield Bank under its federal charter. Northfield Bank conducts business from its main office located at 1731 Victory Boulevard, Staten Island, New York and its 17 additional branch offices located in New York and New Jersey. The branch offices are located in the New York counties of Richmond and Kings and the New Jersey counties of Union and Middlesex. The telephone number at Northfield Bank’s main office is (718) 448-1000.

     Northfield Bank’s principal business consists of originating commercial real estate loans, as well as investing in mortgage-backed securities. Northfield Bank also offers construction and land loans, multifamily residential real estate loans, commercial and industrial loans, one- to four-family residential mortgage loans and home equity loans and lines of credit. Northfield Bank offers a variety of deposit accounts, including certificates of deposit, passbook and money market savings accounts and demand deposit accounts (NOW accounts and non-interest bearing checking accounts). Deposits are Northfield Bank’s primary source of funds for its lending and investing activities. Northfield Bank also uses borrowed funds as a source of funds, principally from the Federal Home Loan Bank of New York. In addition to traditional banking services, Northfield Bank offers insurance products through NSB Insurance Agency. Northfield Bank owns NSB Services Corp. and, through NSB Services Corp., Northfield Bank is the indirect owner of a real estate investment trust, NSB Realty Trust, which holds mortgage loans and other investments.

Business Strategy

     Highlights of our business strategy are:

	•		Remaining a community-oriented financial institution;
	•		Continuing our recent focus on commercial real estate lending and construction and land lending;
	•		Expanding our branch network;
	•		Increasing our origination of home equity loans and lines of credit;
	•		Maintaining high asset quality; and
	•		Purchasing investment securities.

     See “Business of Northfield Bank” for a full description of our products and services. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Strategy” for a discussion of our business strategy.

Reasons for the Stock Offering

     The primary reasons for our decision to conduct the stock offering and raise capital are to:

	•		support our internal growth through lending in communities we serve or may serve in the future;
	•		support the expansion of our branch network;
	•		enhance our existing products and services and to support the development of new products and services;
	•		enable us to compete more effectively in the financial services marketplace;
	•		offer our depositors, employees, management and directors an equity ownership interest in Northfield Bancorp, Inc. and thereby obtain an economic interest in any future success that we may have; and
	•		support our local communities through the establishment and funding of the charitable foundation.

Terms of the Stock Offering

     We are offering between 13,760,344 and 18,616,936 shares of common stock to qualified depositors, tax-qualified employee plans, and to the public to the extent shares remain available. The maximum number of shares that we sell in the stock offering may increase up to 21,409,476 shares as a result of positive changes in financial markets in general and with respect to financial institution stocks in particular. Unless our estimated pro forma market value decreases below $320.0 million or increases above $497.9 million, you will not have the opportunity to change or cancel your stock order. The

offering price of the shares of common stock is $10.00 per share. Sandler O’Neill & Partners, L.P. will use its best efforts to assist us in selling our shares of common stock, but it is not obligated to purchase any shares in the stock offering.

We also intend to contribute $3.0 million in cash and 2% of our outstanding shares to a charitable foundation we will establish. The contribution of cash and shares of common stock will total $9.4 million at the minimum of the offering range, up to a maximum contribution of $13.0 million.

Persons Who May Order Stock in the Stock Offering

     We are offering the shares of common stock in a “subscription offering” in the following descending order of priority:

	(1)		Depositors who had accounts at Northfield Bank with aggregate balances of at least $50.00 as of the close of business on March 31, 2006;
	(2)		The tax-qualified employee benefit plans of Northfield Bank (our employee stock ownership plan and 401(k) savings plan);
	(3)		Depositors who had accounts at Northfield Bank with aggregate balances of at least $50.00 as of the close of business on June 30, 2007; and
	(4)		Depositors who had accounts at Northfield Bank with aggregate balances of at least $50.00 as of the close of business on July 31, 2007.

     If any shares of our common stock remain unsold in the subscription offering, we will offer such shares for sale in a community offering. Natural persons residing in the States of New York and New Jersey, and Pike County, Pennsylvania, will have a purchase preference in any community offering. Shares of common stock also may be offered to the general public. The community offering, if any, may commence concurrently with, during or promptly after, the subscription offering. We also may offer shares of common stock not purchased in the subscription offering or the community offering through a syndicate of brokers in what is referred to as a syndicated community offering. The syndicated community offering, if necessary, would be managed by Sandler O’Neill & Partners, L.P. We have the right to accept or reject, in our sole discretion, any orders received in the community offering or the syndicated community offering.

     To ensure a proper allocation of stock, each eligible account holder must list on his or her stock order form all deposit accounts in which he or she had an ownership interest at March 31, 2006, June 30, 2007 or July 31, 2007, as applicable. Failure to list an account, or providing incorrect information, could result in the loss of all or part of a subscriber’s stock allocation. Our interpretation of the terms and conditions of the stock issuance plan and of the acceptability of the order forms will be final.

How We Determined to Offer Between 13,760,344 Shares and 18,616,936 Shares and the $10.00 Price Per Share

     The decision to offer between 13,760,344 shares and 18,616,936 shares, subject to adjustment, which is our offering range, is based on an independent appraisal of our pro forma market value prepared by FinPro, Inc., a firm experienced in appraisals of financial institutions. FinPro, Inc. is of the opinion that as of May 29, 2007, the estimated pro forma market value of the shares of common stock of Northfield Bancorp, Inc. on a fully-converted basis was between $320.0 million and $433.0 million, with

a midpoint of $376.5 million. The term “fully converted” assumes that 100% of our common stock had been sold to the public, as opposed to the 43% that will be sold in the stock offering.

     In preparing its appraisal, FinPro, Inc. considered the information contained in this prospectus, including our consolidated financial statements. FinPro, Inc. also considered the following factors, among others:

	•		our present and projected operating results and financial condition and the economic and demographic conditions in our existing market areas;
	•		historical, financial and other information relating to Northfield Bancorp, Inc. and Northfield Bank;
	•		a comparative evaluation of our operating and financial statistics with those of other similarly situated publicly traded thrifts and mutual holding companies;
	•		the impact of the stock offering on our stockholders’ equity and earnings potential;
	•		our proposed dividend policy; and
	•		the trading market for securities of comparable institutions and general conditions in the market for such securities.

     FinPro, Inc. also considered the contribution of cash and issuance of shares of common stock to Northfield Bank Foundation, a charitable foundation we will establish. The contribution of cash and shares of common stock to the charitable foundation will have the effect of reducing our estimated pro forma value. See “Comparison of Valuation and Pro Forma Information with and without the Charitable Foundation.”

     In reviewing the appraisal prepared by FinPro, Inc., the board of directors considered the methodologies and the appropriateness of the assumptions used by FinPro, Inc. in addition to the factors listed above, and the board of directors believes that these assumptions are reasonable.

     The board of directors determined that the common stock should be sold at $10.00 per share, that 43% of the shares of common stock should be offered for sale in the stock offering and 55% should be held by Northfield Bancorp, MHC, after giving effect to the issuance of shares of common stock to Northfield Bank Foundation. Based on the estimated valuation range and the purchase price, the number of shares of common stock that will be outstanding upon completion of the stock offering will range from 32,000,800 to 43,295,200 (subject to adjustment to 49,789,479), and the number of shares of common stock that will be sold in the stock offering will range from 13,760,344 shares to 18,616,936 shares (subject to adjustment up to 21,409,476), with a midpoint of 16,188,640 shares. The number of shares that Northfield Bancorp, MHC will own after the stock offering will range from 17,600,440 to 23,812,360 (subject to adjustment to 27,384,214). The number of shares of common stock that Northfield Bank Foundation will own after the stock offering will range from 640,016 to 865,904, subject to adjustment to 995,789. The estimated valuation range may be amended with the approval of the Office of Thrift Supervision, or if necessitated by subsequent developments in the financial condition or results of operations of Northfield Bank or market conditions generally.

     The appraisal will be updated before we complete the stock offering. If the estimated pro forma market value of the shares of common stock at that time is either below $320.0 million or above $497.9 million, then we may, after consulting with the Office of Thrift Supervision:

	•		terminate the stock offering and return all funds promptly with interest;
	•		extend the stock offering or hold a new subscription or community offering, or both;
	•		establish a new offering range and commence a resolicitation of subscribers; or
	•		take such other actions as may be permitted by the Office of Thrift Supervision.

Under such circumstances, we will notify you, and you will have the opportunity to change or cancel your order within a specified time period. In any event, the stock offering must be completed by no later than [Final date].

     Two measures investors commonly use to evaluate an issuer’s stock are the ratio of the offering price to the pro forma tangible book value and the ratio of the offering price to the issuer’s pro forma net income. FinPro, Inc. considered these ratios, among other factors, in preparing its appraisal. The following table presents the ratio of the offering price to our pro forma tangible book value and earnings per share at or for the period indicated. See “Pro Forma Data” for a description of the assumptions used in making these calculations.

     The following table compares our pricing ratios to the pricing ratios of our peer group companies on a non-fully converted basis, each at or for the twelve months ended March 31, 2007. Compared to the median pricing ratios of the peer group, our pro forma pricing ratios at the adjusted maximum of the offering range, indicated a discount of 29.98% on a price-to-core earnings basis and a discount of 22.64% on a price-to-tangible book basis.

     The following table presents a summary of selected pricing ratios for the peer group companies and for us, each at or for the twelve months ended March 31, 2007, with the ratios adjusted to the hypothetical case of our being a fully converted stock holding company. Compared to the median fully converted pricing ratios of the peer group, our pro forma fully converted pricing ratios at the adjusted maximum of the offering range indicated a discount of 21.21% on a price-to-core earnings basis and a discount of 11.67% on a price-to-tangible book basis.

     As shown in the above tables, our pro forma fully converted and non-fully converted price-to-book value ratios are discounted compared to the average trading price-to-book value of the peer group companies.

     The pro forma fully-converted calculations for the peer group companies include the following assumptions:

	•		8% of the shares sold in a second-step stock offering would be purchased by an employee stock ownership plan, with the expense to be amortized over 30 years;
	•		4% of the shares sold in a second-step stock offering would be purchased by a stock-based benefit plan, with the expense to be amortized over five years;
	•		Options equal to 10% of the shares sold in a second-step stock offering would be granted under a stock-based benefit plan, with option expense of $3.20 per option, and with the expense to be amortized over five years; and
	•		stock offering expenses would equal 2% of the stock offering amount.

     With respect to Northfield Bancorp, Inc., the pro forma fully-converted calculations use the same assumptions as applied to the peer group companies, but also assume: the effect of the establishment and funding of our charitable foundation; the expense of the employee stock ownership plan would be amortized over 30 years; and that we would recognize expense with respect to stock options granted under a stock-based benefit plan over a five-year period. See “Comparison of Valuation and Pro Forma Information with and without the Charitable Foundation” for a discussion of the impact of our charitable foundation on our appraised value.

      The independent appraisal does not indicate after-market trading value. Do not assume or expect that the valuation as indicated above means that our shares of common stock will trade at or above the $10.00 purchase price after the stock offering.

After-Market Performance Information

     The following table presents short-term stock price performance information for all mutual holding company initial public offerings completed between January 1, 2006 and May 29, 2007. The offerings are presented in reverse chronological order, which means that the most recent offerings appear first.

     The table above presents only short-term historical information on stock price performance, which may not be indicative of the longer-term performance of such stock prices. The data presented in the table are not intended to predict how our shares of common stock may perform following the stock offering. The historical information in the table may not be meaningful to you because the data were calculated using a small sample.

     The market price of any particular company’s stock is subject to various factors, including the amount of proceeds a company raises and management’s ability to deploy proceeds (such as through investments, the acquisition of other financial institutions or other businesses, the payment of dividends and common stock repurchases). In addition, stock prices may be affected by general market conditions, market interest rates, the market for financial institutions, merger or takeover transactions, the presence of professional and other investors who purchase stock on speculation, as well as other unforeseeable events not necessarily within the control of management or the board of directors.

     FinPro, Inc. advised the board of directors that the appraisal was prepared in conformance with the appraisal methodology set forth in Office of Thrift Supervision regulatory guidelines and policy. That methodology requires a valuation based on an analysis of the trading prices of comparable public companies whose stocks have traded for at least one year prior to the valuation date. FinPro, Inc. also advised the board of directors that the aftermarket trading experience of recent transactions was

considered in the appraisal as a general indicator of current market conditions, but was not relied upon as a primary valuation methodology.

     Our board of directors carefully reviewed the information provided by FinPro, Inc. in its appraisal, but did not make any determination regarding whether prior mutual holding company stock offerings have been valued fairly, nor did the board draw any conclusions regarding how the historical data reflected above may affect the appraisal. Instead, we engaged FinPro, Inc. to assist us with the regulatory process as it applies to the appraisal and to advise us how much capital would need to be raised under the regulatory guidelines.

      There can be no assurance that our stock price will not trade below $10.00 per share. As noted in the above table, four of the 18 initial public mutual holding company stock offerings since January 1, 2006 referenced in the table have traded below their initial offering price at the dates indicated. Before you make an investment decision, we urge you to read carefully this prospectus, including the section entitled “Risk Factors.”

Our Officers, Directors and Employees Will Receive Additional Compensation Through Participation in Benefit Plans After the Stock Offering

     Northfield Bank will establish an employee stock ownership plan, and we intend to implement one or more stock-based benefit plans that will provide for grants of stock options and shares of common stock. Our tax-qualified employee benefit plans, including our employee stock ownership plan and our 401(k) savings plan, may purchase in the stock offering up to 4.9% of our outstanding shares of common stock (including shares issued to Northfield Bank Foundation). However, it is expected that our employee stock ownership plan will purchase in the stock offering 3.92% of our outstanding shares of common stock (including shares issued to Northfield Bancorp, MHC and to Northfield Bank Foundation).

     In addition to shares purchased by the employee stock ownership plan, we intend to grant options and stock awards under one or more stock-based benefit plans that we intend to implement no sooner than six months after the completion of the stock offering, subject to the approval of our stockholders. Under current Office of Thrift Supervision regulations, the number of options granted or shares of common stock awarded under our stock-based benefit plans may not exceed 4.90% and 1.96%, respectively, of our total outstanding shares (including shares issued to Northfield Bancorp, MHC and to Northfield Bank Foundation), exclusive of shares acquired in the secondary market to fund such plans in excess of the foregoing amounts. The number of options granted or shares awarded under one or more stock-based benefit plans that we may implement following the stock offering, when aggregated with any subsequently adopted stock-based benefit plans (exclusive of any shares held by our employee stock ownership plan), may not exceed 25% of the shares of common stock held by persons other than Northfield Bancorp, MHC.

     The employee stock ownership plan and the stock-based benefit plans will increase our future compensation costs, thereby reducing our earnings. Public companies are required to expense the grant-date fair value of stock options and other stock awards granted to officers, directors and employees. In addition, if such awards or options are considered variable in nature, public companies must revalue their estimated compensation costs at each subsequent reporting date and may be required to recognize additional compensation expense at those dates. Any additional compensation expense due to variances in actual vesting or stock price experience compared to assumptions in the table below would increase our compensation costs over the vesting period of the options and other stock awards. Additionally, stockholders will experience dilution in their ownership interest if newly issued shares of common stock are used to fund stock options and stock awards. See “Risk Factors—Our Stock-Based Benefit Plans Will

Increase Our Costs, Which Will Reduce Our Income. Our Directors, Officers and Employees are Eligible to Participate in These Stock-Based Benefit Plans,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Anticipated Increase in Non-Interest Expense” and “Management—Stock Benefit Plans.”

     The following three tables summarize the stock benefits that our officers, directors and employees may receive following the stock offering at the maximum of the offering range, assuming that we initially implement the employee stock ownership plan as well as one or more stock-based benefit plans granting options to purchase 4.90% of the shares outstanding at the completion of the stock offering (including shares issued to Northfield Bank Foundation) and awarding shares of common stock equal to 1.96% of the shares outstanding at the completion of the stock offering (including shares issued to Northfield Bank Foundation). Proposed Office of Thrift Supervision regulations would clarify that the amount of stock options and stock awards available for grant under stock-based benefit plans may be greater than the amounts set forth in the following three tables, provided shares used to fund the stock-based benefit plan in excess of these amounts are obtained through stock repurchases.

     In the table below, it is assumed that, at the adjusted maximum of the offering range, a total of 21,409,476 shares will be sold to the public, and a total of 22,405,265 shares will be issued and outstanding to the public and the charitable foundation. This table assumes that Northfield Bank’s tangible capital ratio is 10% or more following the stock offering.

     The value of stock awards will be based on the price per share of our common stock at the time those shares are granted, which, subject to stockholder approval, cannot occur until at least six months after the stock offering. The following table presents the total value of all shares of common stock to be available for award and issuance under the stock-based benefit plans, assuming the stock-based benefit plans award shares of common stock equal to 1.96% of the outstanding shares after the stock offering and

the shares for the plans are purchased or issued in a range of market prices from $8.00 per share to $16.00 per share.

     Accounting principles generally accepted in the United States of America (“GAAP”) require that we expense the grant-date fair value of stock options that we grant to our officers, directors and employees. The grant-date fair value of the options awarded under the stock-based benefit plans, for financial statement purposes, will be based, in part, on the price per share of our common stock at the time the options are awarded, which, subject to stockholder approval, cannot occur until at least six months after the stock offering. The value will also depend on the various assumptions used in the option pricing model ultimately adopted. The following table presents the total estimated value of the stock options to be available for grant under the stock-based benefit plans using Black-Scholes pricing model assumptions, assuming the stock-based benefit plans award stock options equal to 4.9% of the outstanding shares of common stock after the stock offering, the market price and exercise price for the stock options are equal and the range of market prices for the shares are $8.00 per share to $16.00 per share. The grant-date fair value using the Black-Scholes pricing model set forth in the table may not reflect the actual value of a stock option to a recipient at any point in time, which would be the difference between the exercise price of the stock option and the trading price of the underlying shares of common stock at the time of exercise.

     The stock-based benefit plans will comply with all applicable regulations of the Office of Thrift Supervision in effect at the time such plans are adopted. Under current Office of Thrift Supervision regulations the stock-based benefit plans cannot be established sooner than six months after the stock offering, and would require the approval of a majority of votes cast by our stockholders (under Nasdaq rules) and by a majority of the total votes eligible to be cast (excluding votes eligible to be cast by Northfield Bancorp, MHC), unless we obtain a waiver from the Office of Thrift Supervision that would allow the stock-based benefit plans to be approved by a majority of votes cast by our stockholders (excluding shares voted by Northfield Bancorp, MHC). We currently intend to request such a waiver from the Office of Thrift Supervision.

     Unless a waiver is obtained from the Office of Thrift Supervision, the following additional restrictions would apply to our stock-based benefit plans under current Office of Thrift Supervision regulations:

	•		non-employee directors in the aggregate may not receive more than 30% of the options and stock awards authorized under the plans;
	•		any one non-employee director may not receive more than 5% of the options and stock awards authorized under the plans;
	•		any officer or employee may not receive more than 25% of the options or stock awards authorized under the plans;
	•		the options and stock awards may not vest more rapidly than 20% per year, beginning on the first anniversary of stockholder approval of the plans; and
	•		accelerated vesting of awards is not permitted except for death, disability or upon a change in control of Northfield Bank or Northfield Bancorp, Inc.

     We may obtain the shares needed for our stock-based benefit plans by issuing additional shares of common stock from authorized but unissued shares or through stock repurchases.

     The Office of Thrift Supervision has proposed amendments to its existing regulations regarding stock-based benefit plans that are intended to clarify and simplify such regulations. Specifically, the amendments would clarify that we may grant options and award shares of common stock under one or more stock-based benefit plans in excess of 4.90% and 1.96%, respectively, of our total outstanding shares if the stock-based benefit plans are adopted more than one year following the stock offering, provided shares used to fund the plans in excess of these amounts are obtained through stock repurchases. The proposed amendments would also require that, if the stock-based benefit plans are adopted less than one year following the stock offering, the stock-based benefit plan must be approved by a majority of the votes of Northfield Bancorp, Inc. stockholders cast at an annual or special meeting of stockholders, excluding votes eligible to be cast by Northfield Bancorp, MHC. Under the proposed amendments, there would be no separate vote required of minority stockholders if the stock-based benefit plans are adopted more than one year following the stock offering. The proposed amendments would further clarify that the current regulatory restrictions set forth above regarding the amount of individual and group awards, and restrictions on accelerated vesting of awards, would not apply if the stock-based benefit plans are adopted more than one year following the stock offering.

      In the event the Office of Thrift Supervision adopts these regulations as proposed, or otherwise changes its existing regulations or policies, we may implement stock-based benefit plans that exceed the current limits applicable to the overall size of such plans and individual awards thereunder, and otherwise grant awards with terms that are different than those required by current Office of Thrift Supervision regulations and policy. Moreover, to the extent that any new regulations or policies contain a more flexible voting standard for stockholder approval than that currently required, we intend to use the more flexible voting standard, which could result in the vote of Northfield Bancorp, MHC controlling the outcome of a stockholder vote on stock-based benefit plans.

Our Policy Regarding Dividends

     Following completion of the stock offering, our board of directors will have the authority to declare dividends on our common stock, subject to statutory and regulatory requirements. However, no decision has been made with respect to the amount, if any, or timing of any dividend payments. The amount of any dividend payments will depend upon a number of factors, including the following:

	•		regulatory capital requirements;
	•		our financial condition and results of operations;
	•		strategic business investment opportunities;
	•		tax considerations;
	•		statutory and regulatory limitations; and
	•		general economic conditions.

     If we pay dividends to our stockholders, we also will be required to pay dividends to Northfield Bancorp, MHC, unless Northfield Bancorp, MHC elects to waive the receipt of dividends. We anticipate that Northfield Bancorp, MHC will waive any dividends we declare. Any decision to waive the receipt of dividends will be subject to the non-objection of the Office of Thrift Supervision.

Market for the Shares of Common Stock

     We anticipate that the shares of common stock sold in the stock offering will be quoted on the Nasdaq Global Select Market under the symbol “NFBK.” Sandler O’Neill & Partners, L.P. currently intends to make a market in the shares of common stock, but it is under no obligation to do so.

How We Intend to Use the Proceeds We Raise from the Stock Offering

     Assuming we sell 21,409,476 shares of common stock in the stock offering, and we have net proceeds of $210.9 million, we intend to distribute the net proceeds as follows:

	•		$105.5 million (50.0% of the net proceeds) will be contributed to Northfield Bank;
	•		$19.5 million (9.3% of the net proceeds) will be loaned to our employee stock ownership plan to fund its purchase of our shares of common stock;
	•		$3.0 million (1.4% of the net proceeds) will be contributed to the charitable foundation; and
	•		$83.0 million (39.3% of the net proceeds) will be retained by us.

     We may use the net proceeds of the stock offering to invest in securities, to deposit funds in Northfield Bank, to finance the possible acquisition of other financial institutions or financial service businesses, to pay dividends or for other general corporate purposes, including repurchasing shares of our common stock. Northfield Bank may use the proceeds it receives to originate or purchase loans, to purchase securities, to expand its banking franchise through branching or through acquisitions, and for

general corporate purposes. To the extent that Northfield Bank uses the proceeds to fund loans, we have not allocated specific dollar amounts to any particular portion of our loan portfolio. The amount of time it will take to deploy the proceeds from the stock offering into loans will depend primarily on the level of loan demand. See “How We Intend to Use the Proceeds from the Stock Offering.” Neither Northfield Bank nor Northfield Bancorp, Inc. has plans to conduct any specific material acquisition transaction at this time.

Limits on Your Purchase of Shares of Common Stock

     The minimum purchase is 25 shares of common stock. Generally, no individual may purchase more than $250,000 (25,000 shares) of common stock through one or more individual and/or joint deposit accounts, and no individuals acting through a single account or similarly titled joint accounts may purchase more than $250,000 (25,000 shares) of common stock. If any of the following persons purchase shares of common stock, their purchases, when combined with your purchases, cannot exceed $500,000 (50,000 shares) of common stock:

	•		your spouse, or relatives of you or your spouse, living in your house;
	•		companies or other entities in which you have a 10% or greater equity or substantial beneficial interest or in which you serve as a senior officer or partner;
	•		a trust or other estate if you have a substantial beneficial interest in the trust or estate or you are a trustee or fiduciary for the trust or estate; or
	•		other persons who may be acting together with you (including, but not limited to, persons who file jointly a Schedule 13G or Schedule 13D Beneficial Ownership Report with the Securities and Exchange Commission).

     A detailed discussion of the limitations on purchases of common stock by an individual and persons acting together is set forth under the caption “The Stock Offering—Limitations on Purchase of Shares.”

     Subject to Office of Thrift Supervision approval, we may increase or decrease the purchase limitations in the stock offering at any time. Our tax-qualified benefit plans, including our employee stock ownership plan, are authorized to purchase up to 4.9% of the shares to be outstanding immediately following the stock offering (including shares issued to Northfield Bancorp, MHC and Northfield Bank Foundation) without regard to these purchase limitations. The employee stock ownership plan may purchase shares of common stock in the stock offering, in the open market following consummation of the stock offering, from authorized but unissued shares of common stock, or from treasury shares following consummation of the stock offering.

Our Issuance of Shares of Common Stock to the Charitable Foundation

     To further our commitment to the communities we serve, we intend to establish and fund a charitable foundation as part of the stock offering. We intend to contribute $3.0 million in cash and 2% of our outstanding shares of common stock to the charitable foundation, ranging from 640,016 shares at the minimum of the valuation range to 865,904 shares at the maximum of the valuation range, subject to adjustment to 995,789. These shares will have a value of $6.4 million at the minimum of the valuation range and $8.7 million at the maximum of the valuation range, subject to adjustment to $10.0 million, based on the $10.00 per share offering price, up to a maximum contribution of $13.0 million of cash and

shares of common stock. As a result of the issuance of shares to the charitable foundation and the cash contribution, we expect to record after-tax expense of approximately $5.6 million at the minimum of the valuation range and of approximately $7.8 million at the adjusted maximum of the valuation range, during the quarter in which the stock offering is completed.

     Under the Internal Revenue Code, an entity is permitted to deduct up to 10% of its taxable income (income before income taxes) in any one year for charitable contributions. Any contribution in excess of the 10% limit may be deducted for federal income tax purposes over each of the five years following the year in which the charitable contribution was made. Accordingly, a charitable contribution by an entity to a charitable foundation could, if necessary, be deducted over a six-year period. Based on $17.0 million of income before income tax expense for the year ended December 31, 2006, and assuming that our income before income tax expense remained at that level in future years following the stock offering, we estimate that we would only be able to deduct for federal income tax purposes $10.2 million of the contribution to the charitable foundation. This would result in after-tax expense of $8.9 million at the adjusted maximum of the offering range, and not $7.8 million as we currently estimate.

     The charitable foundation will be governed by a board of directors, initially consisting of three of our current directors and at least one individual who is not affiliated with us. None of these individuals will receive compensation for their service as a director of the charitable foundation. In addition, some of our employees will serve as executive officers of the charitable foundation. None of these individuals will receive compensation for their service as an executive officer of the charitable foundation.

     The charitable foundation will be dedicated to supporting charitable causes and community development activities in the communities in which we operate or may operate. In addition to traditional community contributions and community reinvestment initiatives, the charitable foundation is expected to emphasize grants or donations to support housing assistance, local education and other types of organizations or civic-minded projects. During the years ended December 31, 2006 and 2005, we made charitable contributions of $377,000 and $420,000, respectively. The charitable foundation is expected to make contributions totaling approximately $650,000 in its first year of operation, assuming we sell our shares of common stock at the adjusted maximum of the offering range. However, the charitable foundation is not expected to limit the size of its contributions to any one program or aggregate amount in any one year.

     Issuing shares of common stock to the charitable foundation will:

	•		dilute the voting interests of purchasers of shares of our common stock in the stock offering; and
	•		result in an expense, and a reduction in our earnings during the quarter in which the contribution is made, equal to the full amount of the contribution to the charitable foundation, offset in part by a corresponding tax benefit.

     The establishment and funding of the charitable foundation has been approved by the boards of directors of Northfield Bancorp, Inc. and Northfield Bancorp, MHC.

     See “Risk Factors—The Contribution of Shares to the Charitable Foundation Will Dilute Your Ownership Interests and Adversely Affect Net Income in 2007,” “Comparison of Valuation and Pro Forma Information With and Without the Charitable Foundation” and “Northfield Bank Foundation.”

How You May Pay for Your Shares

     In the subscription offering and the community offering you may pay for your shares by:

	(1)		personal check, bank check or money order; or
	(2)		authorizing us to withdraw money from your deposit account(s) maintained with Northfield Bank.

     Cash will not be accepted. If you wish to use your Northfield Bank individual retirement account to pay for your shares, please be aware that federal law requires that such funds first be transferred to a self-directed retirement account with a trustee other than Northfield Bank. The transfer of such funds to a new trustee takes time, so please make arrangements as soon as possible or contact the Stock Information Center for further information. Also, please be aware that Northfield Bank is not permitted to lend funds to anyone for the purpose of purchasing shares of common stock in the stock offering. For example, you cannot use your Northfield Bank home equity line of credit to purchase shares of common stock in the stock offering.

     You can subscribe for shares of common stock in the stock offering by delivering to the Stock Information Center a signed and completed original stock order form and certification form, together with full payment, provided we receive the stock order form and certification form before the end of the stock offering. Funds received prior to the completion of the stock offering up to the minimum of the offering range will be held by Northfield Bank. Funds received in excess of the minimum of the offering range may be maintained at Northfield Bank, or, at our discretion, at another federally insured depository institution. However, in no event will we maintain more than one escrow account. We will pay interest on funds we receive at our passbook savings rate, which is currently 0.60% per annum, from the date funds are received until completion or termination of the stock offering. Withdrawals from certificates of deposit at Northfield Bank for the purpose of purchasing shares of common stock in the stock offering may be made without incurring an early withdrawal penalty. All funds authorized for withdrawal from deposit accounts with Northfield Bank must be in the deposit accounts at the time the stock order form is received. However, funds will not be withdrawn from the accounts until the stock offering is completed and will continue to earn interest at the applicable deposit account rate until the completion of the stock offering. A hold will be placed on those funds when your stock order is received, making the designated funds unavailable to you. After we receive an order, the order cannot be revoked or changed, except with our consent. We will not be required to accept copies or facsimiles of order forms.

     For a further discussion regarding the stock ordering procedures, see “The Stock Offering—Prospectus Delivery and Procedure for Purchasing Shares.”

You May Not Sell or Transfer Your Subscription Rights

     Federal law prohibits the transfer of subscription rights. If you order shares of common stock in the subscription offering, you will be required to certify that you are purchasing the shares of common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights. We intend to take legal action, including reporting persons to federal or state regulatory agencies, against anyone who we believe sells or in any way transfers his or her subscription rights. We will not accept your stock order if we have reason to believe that you sold or transferred your subscription rights. With the exception of an individual person ordering shares both with funds from and in the name of individual retirement accounts, Keogh accounts and 401(k) plan accounts, shares purchased in the subscription offering must be registered in the names of all depositors on the qualifying account(s).

Deleting names of depositors or adding non-depositors or otherwise altering the form of beneficial ownership of a qualifying account will result in the loss of your subscription rights.

Deadline for Orders of Common Stock

     If you wish to purchase shares of common stock, we must receive at the Stock Information Center (not simply have post-marked) your properly completed stock order form, together with payment for the shares, no later than 4:00 p.m., Eastern Time, on [offering deadline], unless we extend this deadline. You may submit your stock order form by mail using the return envelope provided, by overnight courier to the indicated address on the stock order form, or by bringing your stock order form to our Stock Information Center located at                                  . A postmark prior to [offering deadline] will not entitle you to purchase shares of common stock unless we receive the envelope by [offering deadline].

     Although we will make reasonable efforts to provide a prospectus and stock offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at 4:00 p.m., Eastern Time, on [offering deadline], regardless of whether we have been able to locate each person entitled to subscription rights.

Termination of the Stock Offering

     The subscription offering will terminate at 4:00 p.m., Eastern Time, on [offering deadline]. We may extend this expiration date without notice to you, until [Extension date], unless the Office of Thrift Supervision approves a later date. If the subscription offering and/or community offerings extend beyond [Extension date], we will be required to resolicit subscriptions before proceeding with the stock offering. In such event, if you choose not to subscribe for the shares of common stock, your funds will be returned promptly to you with interest. All further extensions, in the aggregate, may not last beyond [Final date].

Steps We May Take If We Do Not Receive Orders for the Minimum Number of Shares

     If we do not receive orders for at least 13,760,344 shares of common stock, we may take several steps in order to sell the minimum number of shares of common stock in the stock offering range. Specifically, we may:

	(i)		increase the maximum number of shares that may be purchased by any subscriber or group of subscribers (including our subscribing directors and officers); and/or
	(ii)		seek regulatory approval to extend the stock offering beyond the [Extension date] expiration date, provided that any such extension will require us to resolicit subscriptions received in the stock offering.

Tax Consequences of the Stock Offering

     The stock offering will result in no taxable gain or loss to Northfield Bancorp, MHC, Northfield Bancorp, Inc. or Northfield Bank, or to depositors who have a priority right to subscribe for shares of common stock in the stock offering, or to our employees, officers or directors, except to the extent that the nontransferable subscription rights to purchase shares of common stock in the stock offering may be determined to have value. Luse Gorman Pomerenk & Schick, P.C. has opined as to federal law that it is more likely than not that the fair market value of such subscription rights is zero. In that case, no taxable gain or loss will need to be recognized by depositors or borrowers who receive nontransferable subscription rights. See “The Stock Offering—Tax Effects of the Stock Offering.”

Once Submitted, Your Purchase Order May Not Be Revoked Unless the Stock Offering is Terminated or Extended Beyond [Extension date].

     Funds that you use to purchase shares of our common stock in the stock offering will be held in an interest-bearing account until the termination or completion of the stock offering, including any extension of the expiration date. The Office of Thrift Supervision approved the stock offering on [Prospectus Date]; however, because completion of the stock offering will be subject to an update of the independent appraisal, among other factors, there may be one or more delays in the completion of the stock offering. Any orders that you submit to purchase shares of our common stock in the stock offering are irrevocable, and you will not have access to subscription funds unless the stock offering is terminated, or extended beyond [Extension date].

Restrictions on the Acquisition of Northfield Bancorp, Inc. and Northfield Bank

     Federal regulations, as well as provisions contained in the charter and bylaws of Northfield Bank and Northfield Bancorp, Inc., restrict the ability of any person, firm or entity to acquire Northfield Bancorp, Inc., Northfield Bank, or their respective capital stock. These restrictions include the requirement that a potential acquirer obtain the prior approval of the Office of Thrift Supervision before acquiring in excess of 10% of the stock of Northfield Bancorp, Inc. or Northfield Bank. Because a majority of the outstanding shares of common stock of Northfield Bancorp, Inc. must be owned by Northfield Bancorp, MHC, any acquisition of Northfield Bancorp, Inc. must be approved by Northfield Bancorp, MHC, and Northfield Bancorp, MHC would not be required to pursue or approve a sale of Northfield Bancorp, Inc. even if such a sale were favored by a majority of Northfield Bancorp, Inc.’s public stockholders.

Possible Conversion of Northfield Bancorp, MHC to Stock Form

     In the future, Northfield Bancorp, MHC may convert from the mutual to capital stock form of organization in a transaction commonly known as a “second-step conversion.” In a second-step conversion, depositors of Northfield Bank would have subscription rights to purchase shares of common stock of Northfield Bancorp, Inc.’s successor, and our public stockholders would be entitled to exchange their shares of common stock for an equal percentage of shares of the stock holding company resulting from the conversion. This percentage may be adjusted to reflect any assets owned by Northfield Bancorp, MHC.

     Our board of directors has no current plan to undertake a second-step conversion transaction. Any second-step conversion transaction would require the approval of our stockholders, including, under current Office of Thrift Supervision regulations, stockholders other than Northfield Bancorp, Inc., as well as depositors of Northfield Bank.

Proposed Stock Orders by Management

     Our directors and executive officers and their associates are expected to subscribe for approximately ___ shares of common stock in the stock offering, which represents ___% of the shares to be sold to the public and ___% of the total shares to be outstanding after the stock offering at the midpoint of the offering range. Directors and executive officers will pay the same $10.00 per share price paid by all other persons who purchase shares in the stock offering. These shares will be counted in determining whether the minimum of the range of the stock offering is reached.

How You May Obtain Additional Information Regarding the Stock Offering

     If you have any questions regarding the stock offering, please call the Stock Information Center at (___) ___-___, Monday through Friday between 9:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center is located at                                                                .

RISK FACTORS

Risks Related to Our Business

We Are Party to an Agreement With the Federal Deposit Insurance Corporation and the New York State Department of Banking, and We Will be Subject to the Conditions of That Agreement Following the Stock Offering. The Agreement may Restrict our Ability to Acquire Other Financial Institutions or Branch Offices or Otherwise Conduct our Business.

     Effective June 27, 2005, Northfield Bank entered into an informal agreement with the Federal Deposit Insurance Corporation and the New York State Department of Banking, relating to supervisory issues in connection with the Bank Secrecy Act, the USA Patriot Act and related anti-money laundering laws. We expect to be subject to the conditions of this agreement with the Office of Thrift Supervision following the completion of the stock offering and our conversion to a federal charter. The existence of this agreement could restrict our ability to receive regulatory approvals to consummate acquisitions of other financial institutions or branch offices. In addition, the failure to comply with the provisions of the agreement could subject us to additional supervisory actions, including penalties or restrictions on the way we conduct our business. For a further discussion of the agreement, see “Supervision and Regulation—Regulatory Agreement.”

Future Changes in Interest Rates Could Reduce Our Net Income.

     Our net income largely depends on our net interest income, which could be negatively affected by changes in interest rates. Net interest income is the difference between:

	•		the interest income we earn on our interest-earning assets, such as loans and securities; and
	•		the interest we pay on our interest-bearing liabilities, such as deposits and borrowings.

     Although interest rates were at historically low levels prior to June 30, 2004, from that date to September 30, 2006 the Federal Reserve Board increased its target for the federal funds rate from 1.0% to 5.25%. While these short-term market interest rates (which we use as a guide to price our deposits) have increased, longer-term market interest rates (which we use as a guide to price our longer-term loans) have not increased to the same degree. This “flattening” of the yield curve has had a negative effect on our interest rate spread and net interest margin. Our interest rate spread decreased to 2.40% for the year ended December 31, 2006 from 2.67% for the year ended December 31, 2005, and our net interest margin decreased to 2.81% for the year ended December 31, 2006 from 2.94% for the year ended December 31, 2005. Based upon contractual rates, our interest rate spread was 2.29% at March 31, 2007. If short-term interest rates continue to rise, and if rates on our deposits and borrowings continue to reprice upwards faster than the rates on our long-term loans and investments, we would continue to experience compression of our interest rate spread and net interest margin, which would have a negative effect on our profitability.

     In addition, changes in interest rates can affect the average life of loans and mortgage-backed and related securities. A reduction in interest rates normally results in increased prepayments of loans and mortgage-backed securities, as borrowers refinance their debt in order to reduce their borrowing costs.

This creates reinvestment risk, which is the risk that we may not be able to reinvest the proceeds of loan and securities prepayments at rates that are comparable to the rates we earned on the prepaid loans or securities. Additionally, increases in interest rates may decrease loan demand and/or make it more difficult for borrowers to repay adjustable rate loans.

     Changes in interest rates also affect the current market value of our interest-earning securities portfolio. Generally, the value of securities changes inversely with changes in interest rates. At December 31, 2006, the fair value of our available-for-sale securities totaled $713.5 million. Unrealized net losses on these available-for-sale securities totaled $23.5 million ($14.1 million after tax) at December 31, 2006 and are reported as a separate component of stockholder’s equity. Further decreases in the fair value of securities available-for-sale in future periods would further reduce stockholder’s equity.

     As of December 31, 2006, we were servicing $83.1 million of one- to four-family residential mortgage loans sold to third parties, and the mortgage servicing rights associated with such loans had an estimated fair value, at such date, of $504,000. Generally, the value of mortgage servicing rights increases as interest rates increase and decreases as interest rates decrease, because the estimated life and estimated income from servicing the underlying loans increase with rising interest rates and decrease with falling interest rates.

     Our interest rate model estimates the change in Northfield Bank’s net portfolio value over a range of interest rate scenarios. Net portfolio value is the discounted present value of expected cash flows from interest-earning assets and interest-bearing liabilities. At March 31, 2007, in the event of an immediate and sustained 200 basis point increase in interest rates, our model projects that we would experience a $36.0 million, or 16.3%, decrease in net portfolio value. Our internal calculations further project that, at March 31, 2007, in the event of an immediate and sustained 200 basis point increase in interest rates, we would expect our projected net interest income for the twelve months ended March 31, 2008 to decrease by 9.5%. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Management of Market Risk.”

Our Continued Emphasis On Commercial Real Estate Loans and Construction and Land Lending Could Expose Us To Increased Lending Risks .

     Our business strategy centers on continuing our emphasis on commercial real estate and construction and land lending. We have grown our loan portfolio in recent years with respect to these types of loans and intend to continue to emphasize these types of lending. At March 31, 2007, $281.7 million, or 65.9%, of our total loan portfolio consisted of commercial real estate loans and construction and land loans. As a result, our credit risk profile may be higher than traditional thrift institutions that have higher concentrations of one- to four-family residential loans. In addition, at March 31, 2007, our largest concentration of commercial real estate loans were hotel and motel loans, which totaled $23.5 million, or 10.3% of commercial loans at that date. Loans secured by commercial real estates generally expose a lender to greater risk of non-payment and loss than one- to four-family residential mortgage loans because repayment of the loans often depends on the successful operation of the property and the income stream of the underlying property. Additionally, such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. Accordingly, an adverse development with respect to one loan or one credit relationship can expose us to greater risk of loss compared to an adverse development with respect to a one- to four-family residential mortgage loan. Construction financing generally involves greater credit risk than long-term financing on improved, owner-occupied real estate. If the estimate of construction cost on a construction loan proves to be inaccurate, we may be required to advance additional funds beyond the amount originally committed in order to protect the value of the property. Moreover, if the estimated value of the

completed project proves to be inaccurate, the borrower may hold a property with a value that is insufficient to assure full repayment of the construction loan upon the sale of the property. In the event we make a land acquisition loan on property that is not yet approved for the planned development, there is the risk that approvals will not be granted or will be delayed. Construction loans also expose us to the risk that improvements will not be completed on time in accordance with specifications and projected costs. In addition, the ultimate sale or rental of the property may not occur as anticipated. There is no assurance that our underwriting policies will protect us from credit-related losses.

A Significant Portion of Our Loan Portfolio is Unseasoned

     Our loan portfolio has grown to $427.4 million at March 31, 2007 from $282.6 million at December 31, 2003. Specifically, commercial real estate loans have grown to $229.2 million at March 31, 2007 from $81.5 million at December 31, 2003. In addition, construction and land loans have grown to $52.5 million at March 31, 2007 from $6.1 million at December 31, 2003. It is difficult to assess the future performance of these recently originated loans because of our relatively limited experience in commercial and construction lending. We cannot assure you that these loans will not have delinquency or charge-off levels above our historical experience, which could adversely affect our future performance.

Because Most of Our Borrowers are Located in the New York Metropolitan Area, a Downturn in the Local Economy or a Decline in Local Real Estate Values Could Cause an Increase in Nonperforming Loans, Which Could Reduce our Profits.

     Substantially all of the loans in our loan portfolio are secured by real estate located in our primary market area. Negative conditions in the real estate markets where collateral for our mortgage loans are located could adversely affect the ability of our borrowers to repay their loans and the value of the collateral securing the loans. Real estate values are affected by various other factors, including supply and demand, changes in general or regional economic conditions, interest rates, governmental rules or policies, natural disasters and terrorist attacks.

Strong Competition Within Our Market Areas May Limit Our Growth and Profitability.

     Competition in the banking and financial services industry is intense. In our market areas, we compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, money market funds, insurance companies, and brokerage and investment banking firms operating locally and elsewhere. Some of our competitors have greater name recognition and market presence that benefit them in attracting business, and offer certain services that we do not or cannot provide. In addition, larger competitors may be able to price loans and deposits more aggressively than we do. Our profitability depends upon our continued ability to successfully compete in our market areas. For additional information see “Business of Northfield Bank—Competition.”

If Our Allowance for Loan Losses is Not Sufficient to Cover Actual Loan Losses, Our Earnings Could Decrease.

     We make various assumptions and judgments about the collectibility of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, and we evaluate other factors including, among other things, current economic conditions. If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, resulting in additions to our allowance. Material additions to our allowance could materially decrease our net income.

     In addition, bank regulators periodically review our allowance for loan losses and may, based upon information available to them at the time of their review, require us to increase our allowance for loan losses or recognize further loan charge-offs. An increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities may have a material adverse effect on our financial condition and results of operations.

Risks Related to the Stock Offering

The Future Price of the Shares of Our Common Stock May Be Less Than the Purchase Price in the Stock Offering.

     We cannot assure you that if you purchase shares of common stock in the stock offering you will later be able to sell them at or above the purchase price. The purchase price in the stock offering is determined by an independent, third-party appraisal, pursuant to federal banking regulations and subject to review and approval by the Office of Thrift Supervision as part of their review and approval of our application to conduct the stock offering. The appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of our common stock. In recent years, the final independent valuation as approved by the Office of Thrift Supervision typically has been at the adjusted maximum of the offering range as long as total subscriptions exceed the adjusted maximum of the offering range. However, the adjusted maximum of the offering range is approximately 32% higher than the fair market value of a company’s stock as determined by the independent appraisal. Accordingly, our aggregate pro forma market value as reflected in the final, approved independent appraisal may exceed the market price of our shares of common stock after the completion of the offering, which may result in our stock trading below the initial offering price of $10.00 per share.

     Based on market trading data in “Summary—After-Market Performance Information,” four of the 18 mutual holding company initial public offerings that initiated trading between January 1, 2006 and May 29, 2007 have traded below their initial offering price at the dates indicated.

We May Need to Implement Additional Finance and Accounting Systems, Procedures and Controls in Order to Satisfy Our New Public Company Reporting Requirements, Which Will Increase Our Operating Expenses.

     Upon completion of the stock offering, we will become a public reporting company. Federal securities laws and regulations require that we file annual, quarterly and current reports with the Securities and Exchange Commission and that we maintain effective disclosure controls and procedures and internal control over financial reporting. We expect that the obligations of being a public company, including substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. In addition, compliance with the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the Securities and Exchange Commission will require us to certify as to the adequacy of our internal controls and procedures, which may require us to upgrade our accounting systems, which would also increase our operating costs.

The Contribution of Shares to the Charitable Foundation Will Dilute Your Ownership Interests and Adversely Affect Net Income in 2007.

     We intend to establish a charitable foundation in connection with the stock offering. We will make a contribution to the charitable foundation in the form of shares of Northfield Bancorp, Inc. common stock and $3.0 million in cash. The contribution of cash and shares of common stock will total $9.4 million at the minimum of the offering range, up to a maximum contribution of $13.0 million. The

aggregate contribution will have an adverse effect on our net income for the quarter and year in which we make the issuance and contribution to the charitable foundation. The after-tax expense of the contribution will reduce net income in 2007 by approximately $7.8 million at the adjusted maximum of the offering range. We had net income of $10.8 million for the year ended December 31, 2006. Persons purchasing shares in the stock offering will have their ownership and voting interests in Northfield Bancorp, Inc. diluted by 2% due to the issuance of shares of common stock to the charitable foundation.

Our Contribution to the Charitable Foundation May Not Be Tax Deductible, Which Could Reduce Our Profits.

     We believe that the contribution to Northfield Bank Foundation will be deductible for federal income tax purposes. However, we cannot assure you that the Internal Revenue Service will grant tax-exempt status to the charitable foundation. If the contribution is not deductible, we would not receive any tax benefit from the contribution. In addition, even if the contribution is tax deductible, we may not have sufficient profits to be able to use the deduction fully. The value of the contribution would be $13.0 million in cash and shares of common stock at the adjusted maximum of the offering range, which would result in after-tax expense of approximately $7.8 million during the year ending December 31, 2007. In the event that the Internal Revenue Service does not grant tax-exempt status to the charitable foundation or the contribution to the charitable foundation is otherwise not tax deductible, we would recognize an after-tax expense up to the value of the entire contribution, or $13.0 million at the adjusted maximum of the offering range.

     In addition, under the Internal Revenue Code, an entity is permitted to deduct up to 10% of its taxable income (income before income taxes) in any one year for charitable contributions. Any contribution in excess of the 10% limit may be deducted for federal income tax purposes over each of the five years following the year in which the charitable contribution was made. Accordingly, a charitable contribution by an entity to a charitable foundation could, if necessary, be deducted over a six-year period. Based on $17.0 million of income before income taxes for the year ended December 31, 2006, and assuming that our income before income tax expense remained at that level in future years following the stock offering, we estimate that we would only be able to deduct for federal income tax purposes $10.2 million of the contribution to the charitable foundation. This would result in after-tax expense of $8.9 million at the adjusted maximum of the offering range, and not $7.8 million as we currently estimate.

Our Stock-Based Benefit Plans Will Increase Our Costs, Which Will Reduce Our Income. Our Directors, Officers and Employees are Eligible to Participate in These Stock-Based Benefit Plans.

     We will establish an employee stock ownership plan in connection with the stock offering, and we intend to implement one or more stock-based benefit plans that will provide for grants of stock options and shares of common stock. As discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and based on certain assumptions discussed therein, we estimate the annual expense associated with the employee stock ownership plan will be $651,000 on a pre-tax basis. In addition, as discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and based on certain assumptions discussed therein, we estimate the annual expense associated with the grant of shares of common stock and stock options under our stock-based benefit plans would be approximately $2.0 million and $1.6 million, respectively, on a pre-tax basis, assuming the adjusted maximum number of shares is sold in the stock offering.

     We anticipate that our employee stock ownership plan will borrow funds from Northfield Bancorp, Inc. to purchase in the stock offering 3.92% of our outstanding shares of common stock (including shares issued to Northfield Bank Foundation). Only employees, including our officers, are

eligible to participate in the employee stock ownership plan. The cost of acquiring the shares of common stock for the employee stock ownership plan will be between $12.5 million at the minimum of the offering range and $19.5 million at the adjusted maximum of the offering range. We will record an annual employee stock ownership plan expense in an amount equal to the fair value of shares of common stock committed to be released to employees as a result of repayment of the loan. As a result, if our common stock appreciates in value over time, compensation expense relating to the employee stock ownership plan also will increase.

     We also intend to adopt one or more stock-based benefit plans after the stock offering under which plans participants would be awarded shares of our common stock (at no cost to them) or options to purchase shares of our common stock. Our directors, officers and employees would be eligible to receive awards under the stock-based benefit plans. Under current Office of Thrift Supervision regulations, we may grant shares of common stock or stock options under our stock-based benefit plans for up to 1.96% and 4.90%, respectively, of our total outstanding shares (including shares issued to Northfield Bank Foundation and to Northfield Bancorp, MHC), exclusive of shares acquired in the secondary market to fund such plans, provided such grants do not exceed 25% of the shares held by persons other than Northfield Bancorp, MHC. Proposed Office of Thrift Supervision regulations would clarify that the amount of stock awards and stock options available for grant under the stock-based benefit plans may be greater than 1.96% and 4.90%, respectively, of our outstanding shares, provided shares used to fund the stock-based benefit plans in excess of these amounts are obtained through stock repurchases, which would further increase our costs. We anticipate that stock awards and stock options will vest over time, and not be performance-based.

     Public companies must expense the grant-date fair value of stock options. In addition, if such awards or options are considered variable in nature, public companies must revalue their estimated compensation costs at each subsequent reporting period and may be required to recognize additional compensation expense at these dates. When we record an expense for the grant of stock options and other stock awards using the fair value method as described in the applicable accounting rules, we will incur significant compensation and benefits expense.

Proposed Office of Thrift Supervision Regulations May Permit Us to Adopt Stock-Based Benefit Plans that Exceed Limits Applicable Under Current Regulations, and May Permit Us to Approve Stock Benefit Plans Without a Separate Vote of Minority Stockholders.

     The Office of Thrift Supervision has proposed amendments to its existing regulations regarding stock-based benefit plans that are intended to clarify and simplify such regulations. Specifically, the amendments would clarify that we may grant options and award shares of common stock under our stock-based benefit plans in excess of 4.90% and 1.96%, respectively, of our total outstanding shares if the stock-based benefit plans are adopted more than one year following the stock offering, provided shares used to fund the plans in excess of these amounts are obtained through stock repurchases. The proposed amendments would also require that if the stock-based benefit plans are adopted less than one year following the stock offering, the stock-based benefit plans must be approved by a majority of the votes of Northfield Bancorp, Inc. stockholders cast at an annual or special meeting of stockholders, excluding votes eligible to be cast by Northfield Bancorp, MHC. Under the proposed amendments, there would be no separate vote required of minority stockholders if the stock-based benefit plans are adopted more than one year following the stock offering. The proposed amendments would further clarify that the restrictions set forth above regarding the maximum amount of individual and group awards and restrictions on accelerated vesting of awards, would not apply if the stock-based benefit plans are adopted more than one year following the stock offering.

      In the event the Office of Thrift Supervision adopts these regulations as proposed, or otherwise changes its existing regulations or policies, we may implement stock-based benefit plans that exceed the current limits applicable to the overall size of such plans, the relative amount of stock options and stock awards and individual awards thereunder, and otherwise grant awards with terms that are different than those required by current Office of Thrift Supervision regulations and policy. Implementing stock-based benefit plans that exceed current limits could result in expense that exceeds the amounts estimated in “—Our Stock-Based Benefit Plans Will Increase Our Costs, Which Will Reduce Our Income. Our Directors, Officers and Employees are Eligible to Participate in These Stock-Based Benefit Plans.” However, until we implement our stock-based benefit plans, and until the proposed Office of Thrift Supervision regulations are adopted in final form, we cannot estimate the costs of stock-based benefit plans that we may adopt in the future.

      Moreover, to the extent that any new regulations or policies contain a more flexible voting standard for stockholder approval than that currently required, we intend to use the more flexible voting standard, which could result in the vote of Northfield Bancorp, MHC controlling the outcome of a stockholder vote on stock-based benefit plans.

The Implementation of Stock-Based Benefit Plans May Dilute Your Ownership Interest.

     We intend to adopt one or more stock-based benefit plans following the stock offering. The stock-based benefit plans will be funded through either open market purchases of common stock or from the issuance of authorized but unissued shares of common stock. Stockholders would experience a reduction in ownership interest (including shares held by Northfield Bancorp, MHC) totaling 6.4% in the event newly issued shares are used to fund stock options or awards of common stock under the plans in an amount equal to 4.90% and 1.96%, respectively, of our total outstanding shares, including shares held by Northfield Bank Foundation and to Northfield Bancorp, MHC.

     The Office of Thrift Supervision has proposed amendments to its existing regulations regarding stock-based benefit plans that would permit us to grant options and award shares of common stock under stock-based benefit plans in excess of 4.90% and 1.96%, respectively, of our total outstanding shares if the stock-based benefit plans are adopted more than one year following the stock offering, provided shares used to fund the plans in excess of these amounts are obtained through stock repurchases.

We Have Broad Discretion in Using the Proceeds of the Stock Offering. Our Failure to Effectively Use Such Proceeds May Reduce Our Net Income.

     We will use a portion of the net proceeds to finance the purchase of shares of common stock in the stock offering by the employee stock ownership plan and fund the charitable foundation, and may use the remaining net proceeds to pay dividends to stockholders, repurchase shares of common stock, purchase investment securities, deposit funds in Northfield Bank, acquire other financial services companies and financial institutions or for other general corporate purposes. Northfield Bank may use the proceeds it receives to fund new loans, establish or acquire new branches, purchase investment securities, or for general corporate purposes. In addition, we intend to expand our presence within and outside our primary market area through acquisitions and de novo branching, which may have a negative effect on our earnings until these branches achieve profitability. We have not, however, identified specific amounts of proceeds for any of these purposes and we will have significant flexibility in determining the amount of net proceeds we apply to different uses and the timing of such applications. Our failure to utilize these funds effectively could reduce our profitability. We have not established a timetable for the effective

deployment of the proceeds and we cannot predict how long it will take to effectively deploy the proceeds.

Persons Who Purchase Stock in the Stock Offering Will Own a Minority of Our Shares of Common Stock and Will Not Be Able to Exercise Voting Control Over Most Matters Put to a Vote of Stockholders.

     Public stockholders will own a minority of the outstanding shares of our common stock. As a result of its ownership of a majority of our outstanding shares of common stock after the stock offering, Northfield Bancorp, MHC, through its board of directors, will be able to exercise voting control over most matters put to a vote of stockholders. Under current Office of Thrift Supervision regulations, public stockholders must approve by a separate vote certain stock benefit plans and a “second-step conversion.” If a rule currently proposed by the Office of Thrift Supervision is adopted in its current form, the voting control of Northfield Bancorp, MHC will extend to stock-based benefit plans presented to stockholders for approval more than one year following completion of the stock offering. The same directors and certain officers who manage Northfield Bancorp, Inc. and Northfield Bank also manage Northfield Bancorp, MHC. Further, these same directors and officers are expected to purchase an aggregate of ___% of the shares sold at the midpoint of the offering range, thereby further reducing the voting control of public stockholders who own a minority of the outstanding shares. In addition, Northfield Bancorp, MHC may exercise its voting control to prevent a sale or merger transaction in which stockholders could receive a premium for their shares.

There May Be a Limited Trading Market in Our Shares of Common Stock, Which Will Hinder Your Ability to Sell Our Shares of Common Stock and May Adversely Affect the Market Price of the Stock.

     We cannot assure you that an active and liquid trading market in shares of our common stock will develop. Persons purchasing shares may not be able to sell their shares when they desire if a liquid trading market does not develop or sell them at a price equal to or above the initial purchase price of $10.00 per share even if a liquid trading market develops. A limited trading market for our common stock may reduce the market value of our shares of common stock and make it difficult to buy or sell our shares on short notice.

Our Stock Value May be Affected Negatively by Federal Regulations Restricting Takeovers and By Our Mutual Holding Company Structure.

      The Mutual Holding Company Structure Will Impede Takeovers. Northfield Bancorp, MHC, as our majority stockholder, will be able to control the outcome of virtually all matters presented to our stockholders for their approval, including any proposal to acquire us. Accordingly, Northfield Bancorp, MHC may prevent the sale of control or merger of Northfield Bancorp, Inc. or its subsidiaries even if such a transaction were favored by a majority of the public stockholders of Northfield Bancorp, Inc.

      Federal Regulations Restricting Takeovers. For three years following the stock offering, Office of Thrift Supervision regulations prohibit any person from acquiring or offering to acquire more than 10% of our common stock without the prior written approval of the Office of Thrift Supervision. Moreover, current Office of Thrift Supervision policy prohibits the acquisition of a mutual holding company subsidiary by any person or entity other than a mutual holding company or a mutual institution. See “Restrictions on the Acquisition of Northfield Bancorp, Inc. and Northfield Bank” for a discussion of applicable Office of Thrift Supervision regulations regarding acquisitions.

The Corporate Governance Provisions in Our Federal Charter and Bylaws May Prevent or Impede the Holders of a Minority of Our Common Stock From Obtaining Representation on Our Board of Directors.

     Provisions in our federal charter and bylaws also may prevent or impede holders of a minority of our shares of common stock from obtaining representation on our board of directors. For example, our charter provides that there will not be cumulative voting by stockholders for the election of our directors. This means that Northfield Bancorp, MHC, as the holder of a majority of the shares eligible to be voted at a meeting of stockholders, may elect all of the directors to be elected at that meeting. In addition, our board of directors is divided into three staggered classes. A classified board makes it more difficult for stockholders to change a majority of the directors because it generally takes at least two annual elections of directors for this to occur. Our bylaws contain procedures and timetables for stockholders that wish to make nominations for the election of directors or propose new business at a meeting of stockholders, the effect of which may be to give our management time to solicit their own proxies to defeat any dissident slate of nominees. All of these provisions may prevent the sale of, control of, or merger of Northfield Bancorp, Inc., even if such transaction is favored by a majority of our public stockholders.

Office of Thrift Supervision Policy on Remutualization Transactions Could Prohibit the Acquisition of Northfield Bancorp, Inc., Which May Lower Our Stock Price.

     Current Office of Thrift Supervision regulations permit a mutual holding company subsidiary to be acquired by a mutual institution or a mutual holding company in a so-called “remutualization” transaction. The possibility of a remutualization transaction and the successful completion of a small number of remutualization transactions where significant premiums have been paid to minority stockholders has resulted in some takeover speculation for mutual holding companies, which may be reflected in the per share price of mutual holding companies’ common stock. However, the Office of Thrift Supervision has issued a policy statement indicating that it views remutualization transactions as raising significant issues concerning disparate treatment of minority stockholders and the mutual interests of the mutual holding company and the effect on the mutual interests of the acquiring entity. Under certain circumstances, the Office of Thrift Supervision intends to give these issues special scrutiny and to reject applications to complete remutualization transactions unless the applicant clearly demonstrates that the Office of Thrift Supervision’s concerns are not warranted in the particular case. Should the Office of Thrift Supervision prohibit or otherwise restrict these transactions in the future, our stock price may be adversely affected.

The Stock Offering Will Reduce Our Return on Average Equity.

     Following the stock offering, we expect our consolidated equity to increase from $171.0 million at March 31, 2007 to between $287.9 million at the minimum of the offering range and $354.8 million at the adjusted maximum of the offering range. Our return on equity will be further reduced by higher reporting and compliance expenses of a public company and added expenses associated with our employee stock ownership plan and the stock-based benefit plans we intend to adopt. As a result, we expect our return on equity to remain below the industry average following the stock offering, which may reduce the value of our common stock.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

     The summary information presented below at or for each of the periods presented is derived in part from our consolidated financial statements. The following information is only a summary, and should be read in conjunction with our consolidated financial statements and notes beginning on page F-1 of this prospectus. The information at December 31, 2006 and 2005 and for the years ended December 31, 2006, 2005 and 2004 is derived in part from the audited consolidated financial statements that appear in this prospectus. The operating data for the three-months ended March 31, 2007 and 2006 and for the years ended December 31, 2003 and 2002 and the financial condition data at March 31, 2007 and at December 31, 2004, 2003 and 2002 were not audited. However, in the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the results of operations for the unaudited periods have been made. The selected operating data presented below for the three months ended March 31, 2007, are not necessarily indicative of the results that may be expected for the year ending December 31, 2007.

FORWARD LOOKING STATEMENTS

     This prospectus contains forward-looking statements, which can be identified by the use of such words as estimate, project, believe, intend, anticipate, plan, seek, expect and similar expressions. These forward-looking statements include:

	•		statements of our goals, intentions and expectations;
	•		statements regarding our business plans and prospects and growth and operating strategies;
	•		statements regarding the asset quality of our loan and investment portfolios; and
	•		estimates of our risks and future costs and benefits.

     These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the following important factors that could affect the actual outcome of future events:

	•		significantly increased competition among depository and other financial institutions;
	•		inflation and changes in the interest rate environment that reduce our interest margins or reduce the fair value of financial instruments;
	•		general economic conditions, either nationally or in our market areas, that are worse than expected;
	•		adverse changes in the securities markets;
	•		legislative or regulatory changes that adversely affect our business;
	•		our ability to enter new markets successfully and take advantage of growth opportunities, and the possible short-term dilutive effect of potential acquisitions or de novo branches, if any;
	•		changes in consumer spending, borrowing and savings habits;
	•		changes in accounting policies and practices, as may be adopted by bank regulatory agencies and the Financial Accounting Standards Board;
	•		inability of third-party providers to perform their obligations to us; and
	•		changes in our organization, compensation and benefit plans.

     Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements. We discuss these and other uncertainties in “Risk Factors.”

     The net proceeds may vary because total expenses relating to the stock offering may be more or less than our estimates. For example, our expenses would increase if a syndicated community offering were used to sell shares of common stock not purchased in the subscription offering and any community offering. Payments for shares made through withdrawals from existing deposit accounts will not result in the receipt of new funds for investment but will result in a reduction of Northfield Bank’s deposits. In all instances, Northfield Bank will receive at least 50% of the net proceeds of the stock offering.

     We are undertaking the stock offering at this time in order to increase our capital and have the capital resources available to expand our business. For further information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Strategy.” The stock offering proceeds will increase our capital resources and the amount of funds available to us for lending and other investment purposes. The proceeds will also give us greater flexibility to expand our branch network and expand the products and services we offer to our customers.

     Northfield Bancorp, Inc. may use the net proceeds it retains from the stock offering:

	•		to finance the purchase of shares of common stock in the stock offering by the employee stock ownership plan;
	•		to contribute $3.0 million to the charitable foundation;
	•		to invest in securities;
	•		to deposit funds in Northfield Bank;
	•		to repurchase its shares of common stock;
	•		to pay dividends to our stockholders;
	•		to finance acquisitions of financial institutions or branches and other financial services businesses, although no material transactions are being considered at this time; and
	•		for general corporate purposes.

     Under current Office of Thrift Supervision regulations, we may not repurchase shares of our common stock during the first year following the stock offering, except when extraordinary circumstances exist and with prior regulatory approval. The loan that will be used to fund the purchases by the employee stock ownership plan will accrue interest.

     Northfield Bank intends to invest the net proceeds it receives from the stock offering initially in short-term, liquid investments. Over time, Northfield Bank may use the proceeds that it receives from the stock offering as follows:

	•		to expand its retail banking franchise by establishing de novo branches, by acquiring existing branches, or by acquiring other financial institutions or other financial services companies, although no material acquisitions are specifically being considered at this time;
	•		to fund new loans;
	•		to support new products and services;
	•		to invest in securities; and
	•		for general corporate purposes.

     The use of the proceeds outlined above may change based on changes in interest rates, equity markets, laws and regulations affecting the financial services industry, our relative position in the financial services industry, the attractiveness of potential acquisitions to expand our operations, and overall market conditions. We expect our return on equity to decrease as compared to our performance in recent years until we are able to utilize effectively the additional capital raised in the stock offering. Until we can increase our net interest income and non-interest income, we expect our return on equity to remain

below the industry average, which may negatively affect the value of our common stock. See “Risk Factors.”

OUR POLICY REGARDING DIVIDENDS

     Following completion of the stock offering, our board of directors will have the authority to declare dividends on our shares of common stock, subject to statutory and regulatory requirements. However, no decision has been made with respect to the amount, if any, or timing of any dividend payments. The amount of any dividend payments will depend upon a number of factors, including capital requirements, our consolidated financial condition and results of operations, strategic business investment opportunities, tax considerations, statutory and regulatory limitations and general economic conditions. No assurances can be given that any dividends will be paid or that, if paid, such dividends will not be reduced or eliminated in the future. Special cash dividends, stock dividends or returns of capital, to the extent permitted by Office of Thrift Supervision policy and regulations, may be paid in addition to, or in lieu of, regular cash dividends.

     Pursuant to our federal charter, we are authorized to issue preferred stock. If we issue preferred stock, the holders thereof may have a priority over the holders of our shares of common stock with respect to the payment of dividends. For a further discussion concerning the payment of dividends on our shares of common stock, see “Description of Capital Stock of Northfield Bancorp, Inc.—Common Stock—Distributions.” Dividends we can declare and pay will depend, in large part, upon the net proceeds of the stock offering we retain and, to a lesser extent, on the receipt of dividends from Northfield Bank. Initially, we will have no additional sources of income to support dividend payments, other than earnings from the investment of proceeds from the stock offering, and interest payments received on our loan to the employee stock ownership plan. A regulation of the Office of Thrift Supervision imposes limitations on “capital distributions” by savings institutions. See “Supervision and Regulation—Federal Banking Regulation—Capital Distributions.”

     Pursuant to Internal Revenue Service regulations, any payment of dividends by Northfield Bank to Northfield Bancorp, Inc. that would be deemed to be drawn from Northfield Bank’s bad debt reserves would require a payment of taxes at the then-current tax rate by Northfield Bank on the amount of earnings deemed to be removed from the reserves for such distribution. Northfield Bank does not intend to make any distribution to Northfield Bancorp, Inc. that would create such a federal tax liability. See “Federal and State Taxation.”

     Additionally, pursuant to Office of Thrift Supervision regulations, during the three-year period following the stock offering, we will not take any action to declare an extraordinary dividend to stockholders that would be treated by recipients as a tax-free return of capital for federal income tax purposes. We will file a consolidated tax return with Northfield Bank. Accordingly, it is anticipated that any cash distributions made by Northfield Bancorp, Inc. to its stockholders would be treated as cash dividends and not as a non-taxable return of capital for federal and state tax purposes.

     If we pay dividends to our stockholders, we also will be required to pay dividends to Northfield Bancorp, MHC unless Northfield Bancorp, MHC elects to waive the receipt of dividends. We anticipate that Northfield Bancorp, MHC will waive any dividends we declare. Any decision to waive dividends will be subject to regulatory approval. Under Office of Thrift Supervision regulations, public stockholders would not be diluted for any dividends waived by Northfield Bancorp, MHC in the event Northfield Bancorp, MHC converts to stock form. See “Supervision and Regulation—Holding Company Regulation.”

MARKET FOR THE COMMON STOCK

     We have never issued capital stock (except for the 100 shares issued to NSB Holding Corp. in connection with our organization in 2002). We anticipate that our shares of common stock will be quoted on the Nasdaq Global Select Market under the symbol “NFBK.” We will try to have at least four market makers to make a market in our common stock. Sandler O’Neill & Partners, L.P. has advised us that it intends to make a market in our common stock following the stock offering, but it is under no obligation to do so. While we will attempt before completion of the stock offering to obtain commitments from at least three other broker-dealers to make a market in our common stock, there can be no assurance that we will be successful in obtaining such commitments and qualify to trade on the Nasdaq Global Select Market.

     The development of an active trading market depends on the existence of willing buyers and sellers, the presence of which is not within our control, or that of any market maker. The number of active buyers and sellers of our common stock at any particular time may be limited. Under such circumstances, you could have difficulty selling your shares of common stock on short notice and, therefore, you should not view the purchase of our common stock as a short-term investment. We cannot assure you that an active trading market for the common stock will develop or that, if it develops, it will continue. Nor can we assure you that if you purchase shares of our common stock, you will be able to sell them at or above $10.00 per share.

REGULATORY CAPITAL COMPLIANCE

     At March 31, 2007, Northfield Bank exceeded all regulatory capital requirements. The following table sets forth our compliance, as of March 31, 2007, with regulatory capital standards, on a historical and pro forma basis, assuming that the indicated number of shares of common stock were sold as of such date at $10.00 per share, Northfield Bank received 50% of the estimated net proceeds, and approximately 50% of the net proceeds were retained by Northfield Bancorp, Inc. Accordingly, proceeds received by Northfield Bank have been assumed to equal $67.5 million, $79.6 million, $91.6 million and $105.5 million at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively. For a discussion of the applicable capital requirements, see “Supervision and Regulation—Federal Banking Regulation—Capital Requirements.”