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 * FELDESMAN WALTER   2. Issuer Name and Ticker or Trading Symbol STERLING BANCORP [STL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 650 FIFTH AVENUE, 4TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 02/24/2006 (Street) NEW YORK, NY 10019 4. If Amendment, Date Original Filed(Month/Day/Year) 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 02/24/2006   S   1,500 D $ 20.5 29,682 D   Common Stock 02/24/2006   S   1,000 D $ 20.45 28,682 D

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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

Non-qualified stock option (right to buy)

$ 14.74

06/29/2002(1)

06/29/2006

Common Stock

9,603

9,603 (2)

D

Non-qualified stock option (right to buy)

$ 13.71

07/31/2002(1)

07/31/2006

Common Stock

4,573

4,573 (2)

D

Non-qualified stock option (right to buy)

$ 18.91

06/28/2003(1)

06/28/2007

Common Stock

9,603

9,603 (2)

D

Non-qualified stock option (right to buy)

$ 15.82

07/31/2003(1)

07/31/2007

Common Stock

4,573

4,573 (2)

D

Non-qualified stock option (right to buy)

$ 17.73

06/30/2004(1)

06/30/2008

Common Stock

4,725

4,725

D

Non-qualified stock option (right to buy)

$ 18.78

07/31/2004(1)

07/31/2008

Common Stock

4,573

4,573 (2)

D

Non-qualified stock option (right to buy)

$ 21.93

06/30/2005(1)

06/30/2009

Common Stock

4,725

4,725 (2)

D

Non-qualified stock option (right to buy)

$ 21.41

07/30/2005(1)

07/30/2009

Common Stock

4,573

4,573 (2)

D

Non-qualified Stock Options (right to buy)

$ 20.34

12/19/2005(3)

06/30/2010

Common Stock

4,725

4,725 (2)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FELDESMAN WALTER 650 FIFTH AVENUE 4TH FLOOR NEW YORK, NY 10019	X

Signatures

/s/ Feldesman, Walter		02/24/2006
**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)	Transfer of shares acquired by exercise of non-qualified stock options is restricted to even installments over a four year period commencing on the first anniversary of the grant.
(2)	Includes securities issued as a result of a stock split in the form of a 5% dividend paid by issuer on December 12, 2005; exercise prices have been adjusted accordingly.
(3)	On December 15, 2005 the Board of Directors voted to accelerate the vesting and exercisability of any outstanding unvested and unexercisable non-qualified stock options held by non-employee directors, effective as of December 19, 2005; provided, however, that transfer of shares acquired by such exercise is restricted until the date that the option would have been exercisable prior to such change.

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