Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
TIETJEN JOHN W
   2. Issuer Name and Ticker or Trading Symbol
STERLING BANCORP [STL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, Treasurer and CFO
(Last)
(First)
(Middle)
650 FIFTH AVENUE, 4TH FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
12/10/2004
(Street)

NEW YORK, NY 10019		 4. If Amendment, Date Original Filed(Month/Day/Year)
12/14/2004		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/10/2004   M   6,000 A $ 7.28 37,317 D  
Common Stock 12/10/2004   F   3,302 D $ 26.64 34,015 D  
Common Stock               6,629 I By 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Options (right to buy) $ 6.8             01/31/1998(1) 01/31/2007 Common Stock 4,761   4,761 D  
Incentive Stock Options (right to buy) $ 10.85             02/10/1999(2) 02/10/2008 Common Stock 34,302   34,302 D  
Incentive Stock Options (right to buy) $ 9.12             02/12/2003(3) 02/12/2009 Common Stock 45,738   45,738 D  
Incentive Stock Options (right to buy) $ 7.28             02/11/2007(4) 02/11/2010 Common Stock 31,172   31,172 (5) D  
Incentive Stock Options (right to buy) $ 15.32             02/06/2010(6) 02/06/2012 Common Stock 13,059   13,059 D  
Non-qualified Stock Options (right to buy) $ 7.28             02/11/2001(7) 02/11/2010 Common Stock 6,388   6,388 (5) D  
Non-qualified Stock Options (right to buy) $ 15.32             02/06/2003(7) 02/06/2012 Common Stock 22,941   22,941 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
TIETJEN JOHN W
650 FIFTH AVENUE
4TH FLOOR
NEW YORK, NY 10019		       EVP, Treasurer and CFO  

Signatures

 /s/ Tietjen, John W   12/14/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Options became exercisable in installments over a two-year period from date of grant and for a term of 10 years from grant date (first exercisable date listed).
(2) Options became exercisable in three installments on the first anniversary of the grant, for a term of 10 years from date of grant (first exercisable date listed).
(3) Options become exercisable, commencing on fourth anniversary of the grant, in installments over a five-year period for a term of 10 years from grant date (first exercisable date listed).
(4) Options become exercisable in three installments commencing on the seventh anniversary of the grant date and for a term of 10 years from grant date (first exercisable date listed).
(5) On 12/10/04 it was incorrectly reported that 6,000 Incentive Stock Options at $7.28 were exercised; this amended Form 4 correctly reflects that the exercise was 6,000 Non-qualified Stock Options at $7.28. The correct number of derivative securities beneficially owned following this transaction (reflected on this amended Form 4) are 31,172 and 6,388 respectively.
(6) Options become exercisable in two installments commencing on the eighth anniversary of the grant date and for a term of 10 years from grant date (first exercisable date listed).
(7) Non-qualified options are exercisable commencing on the first anniversary of the grant for a term of 10 years from grant date (first exercisable date listed).

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