NEW ISSUE – BOOK-ENTRY ONLY $800,000,000 Dormitory Authority of the State of New York S PtATE ersonal Income Tax Revenue Bonds (GENERAL PURPOSE) SERIES 2010D (FEDERALLY TAXABLE – BUILD AMERICA BONDS) Dated: Date of Delivery Due: As Shown on the Inside Cover The Dormitory Authority of the State of New York State Personal Income Tax Revenue Bonds (General Purpose), Series 2010D (Federally Taxable – Build America Bonds) (the “Series 2010D Bonds”), are special obligations of the Dormitory Authority of the State of New York (the “Authority”). The Series 2010D Bonds are secured by a pledge of certain payments (the “Financing Agreement Payments”) to be made to the Trustee on behalf of the Authority by the State of New York (the “State”) under a Financing Agreement between the Authority and the State. Financing Agreement Payments are payable from amounts legally required to be deposited into the Revenue Bond Tax Fund (as hereinafter defined) to provide for the payment of the Series 2010D Bonds and all other State Personal Income Tax Revenue Bonds (as hereinafter defined). The Revenue Bond Tax Fund receives a statutory allocation of 25 percent of State personal income tax receipts imposed by Article 22 of the Tax Law (the “New York State Personal Income Tax Receipts”) as more fully described herein. The Authority is one of five Authorized Issuers (as hereinafter defined) that can issue State Personal Income Tax Revenue Bonds. All financing agreements entered into by the State to secure State Personal Income Tax Revenue Bonds shall be executory only to the extent of the revenues available in the Revenue Bond Tax Fund (as hereinafter defined). The obligation of the State to make financing agreement payments is subject to the State Legislature making annual appropriations for such purpose and such obligation does not constitute or create a debt of the State, nor a contractual obligation in excess of the amounts appropriated therefor. In addition, the State has no continuing legal or moral obligation to appropriate money for payments due under any financing agreement. Nothing shall be deemed to restrict the right of the State to amend, repeal, modify or otherwise alter statutes imposing or relating to the State Personal Income Tax. The Series 2010D Bonds shall not be a debt of the State and the State shall not be liable thereon, nor shall the Series 2010D Bonds be payable out of any funds other than those of the Authority pledged therefor. Neither the faith and credit nor the taxing power of the State is pledged to the payment of the principal of, premium, if any, or interest on the Series 2010D Bonds. The Authority has no taxing power. The Series 2010D Bonds will be issued as fixed rate obligations, fully registered, in denominations of $5,000 or any integral multiple thereof. The Series 2010D Bonds will bear interest at the rates and mature at the times shown on the inside cover page hereof. Interest on the Series 2010D Bonds is payable on each September 15 and March 15, commencing September 15, 2010. The Series 2010D Bonds will be initially issued under a book-entry only system and will be registered in the name of Cede & Co., as Bondholder and nominee of The Depository Trust Company, New York, New York. See “PART 7—BOOK-ENTRY ONLY SYSTEM” herein. Principal and premium, if any, and interest on the Series 2010D Bonds will be payable through U.S. Bank National Association, as Trustee and Paying Agent. The Series 2010D Bonds are subject to redemption prior to maturity as more fully described herein. Under current law, interest on the Series 2010D Bonds is includable in gross income for federal income tax purposes. Bond Counsel is of the opinion that under current law, interest on the Series 2010D Bonds is exempt from personal income taxes imposed by the State and any political subdivision thereof (including The City of New York and the City of Yonkers). Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Series 2010D Bonds. See “PART 12—TAX MATTERS” herein. The Series 2010D Bonds are offered, when, as and if issued and delivered to the purchasers, and are subject to approval of legality by Sidley Austin LLP, New York, New York, Bond Counsel to the Authority, and to certain other conditions. It is expected that the Series 2010D Bonds will be available for delivery to The Depository Trust Company in New York, New York on or about June 3, 2010. May 26, 2010 MATURITIES, AMOUNTS, INTEREST RATES, PRICES OR YIELDS AND CUSIP NUMBERS $800,000,000 State Personal Income Tax Revenue Bonds (General Purpose) Series 2010D (Federally Taxable – Build America Bonds) Due Interest Price or CUSIP March 15 Amount Rate Yield Numbers† 2022 $31,765,000 4.75% 100% 649902S79 2023 76,095,000 4.90 100 649902S87 2024 63,705,000 5.00 5.05 649902S95 $283,885,000 5.50% Term Bonds due March 15, 2030 Price 100% CUSIP Number† 649902T29 $344,550,000 5.60% Term Bonds due March 15, 2040 Price 100% CUSIP Number† 649902T37 ___________________________ † Copyright, American Bankers Association. CUSIP numbers have been assigned by Standard & Poor’s, CUSIP Service Bureau and are provided solely for the convenience of the holders of the Series 2010D Bonds. The Authority is not responsible for the selection or uses of these CUSIP numbers, nor is any representation made as to their correctness on the Series 2010D Bonds or as indicated above. The CUSIP numbers are subject to change after the issuance of the Series 2010D Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the Series 2010D Bonds. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations, other than those contained in this Official Statement, and if given or made, such other information or representations must not be relied upon as having been authorized. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2010D Bonds by any person in any jurisdiction in which it is unlawful for the person to make such offer, solicitation or sale. The information set forth herein has been provided by the Authority, the State and other sources which are believed to be reliable by the Authority and with respect to the information supplied or authorized by the State, is not to be construed as a representation by the Authority. The information herein is subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority or the State. This Official Statement is submitted in connection with the sale of the securities referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. In connection with offers and sales of the Series 2010D Bonds, no action has been taken by the Authority that would permit a public offering of the Series 2010D Bonds, or possession or distribution of any information relating to the pricing of the Series 2010 Bonds, this Official Statement or any other offering or publicity material relating to the Series 2010D Bonds, in any non-U.S. jurisdiction where action for that purpose is required. Accordingly, initial purchasers are obligated to comply with all applicable laws and regulations in force in any non-U.S. jurisdiction in which it purchases, offers or sells the Series 2010D Bonds or possesses or distributes this Official Statement or any other offering or publicity material relating to the Series 2010D Bonds and will obtain any consent, approval or permission required by it for the purchase, offer or sale by it of the Series 2010D Bonds under the laws and regulations in force in any non-U.S. jurisdiction to which it is subject or in which it makes such purchases, offers or sales and the Authority shall have no responsibility therefor. IN CONNECTION WITH THE OFFERING OF THE SERIES 2010D BONDS, THE PURCHASERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZATION, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THIS OFFICIAL STATEMENT CONTAINS STATEMENTS WHICH, TO THE EXTENT THEY ARE NOT RECITATIONS OF HISTORICAL FACT, CONSTITUTE “FORWARD LOOKING STATEMENTS.” IN THIS RESPECT, THE WORDS “ESTIMATE,” “PROJECT,” “ANTICIPATE,” “EXPECT,” “INTEND,” “BELIEVE” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. A NUMBER OF IMPORTANT FACTORS AFFECTING THE AUTHORITY AND THE STATE’S FINANCIAL RESULTS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE STATED IN THE FORWARD-LOOKING STATEMENTS. _______________________________ TABLE OF CONTENTS _______________________________ PAGE PAGE PART 1—SUMMARY STATEMENT .......................... i General ...................................................................... 18 PART 2—INTRODUCTION ......................................... 1 Make-Whole Optional Redemption .......................... 18 PART 3—SECURITY AND SOURCES OF Extraordinary Optional Redemption ......................... 19 PAYMENT FOR STATE PERSONAL Mandatory Sinking Fund Redemption ...................... 19 INCOME TAX REVENUE BONDS ...................... 3 Selection of Bonds to be Redeemed; Notice of The Revenue Bond Tax Fund ....................................