SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ENGELKE GEORGE L JR
(Last) (First) (Middle)
ONE ASTORIA FEDERAL PLAZA
(Street)
LAKE SUCCESS NY 11042
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ASTORIA FINANCIAL CORP [ AF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman,President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/26/2004
4. If Amendment, Date of 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
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 01/26/2004 F 1,839 A $22.5313 810,092 D
Common Stock 01/26/2004 F 4,095 A $14.9375 814,187 D
Common Stock 01/26/2004 F 1,425 A $24.8438 815,612 D
Common Stock 4,000 I(1) Spouse
Common Stock 21,643.79 I(2) ESOP
Common Stock 19,135.91 I(3) 401 (k)
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 Securities Underlying Derivative Security (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: 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-Statutory Stock Option(4) $18 08/19/1998 12/17/2006 Common Stock 40,000 40,000 D
Non-Statutory Stock Option(4) $29.0625 08/19/1998 12/16/2007 Common Stock 60,000 60,000 D
Incentive Stock Option(4) $22.5312 01/26/2004 M 4,438 01/10/2002 12/15/2008 Common Stock 4,438 $0 0 D
Non-Statutory Stock Option(4) $22.5312 01/10/2002 12/15/2008 Common Stock 167,562 167,562 D
Incentive Stock Option(5) $14.9375 01/26/2004 M 6,694 01/10/2003 12/14/2009 Common Stock 6,694 $0 0 D
Non-Statutory Stock Option(5) $14.9375 01/10/2003 12/14/2009 Common Stock 219,306 219,306 D
Incentive Stock Option(5) $24.8438 01/26/2004 M 4,024 01/10/2004 12/19/2010 Common Stock 4,024 $0 0 D
Non-Statutory Stock Option(5) $24.8438 01/10/2004 12/19/2010 Common Stock 275,976 275,976 D
Incentive Stock Option(5) $25.25 01/10/2005 12/18/2011 Common Stock 3,960 3,960 D
Non-Statutory Stock Option(5) $25.25 01/10/2005 12/18/2011 Common Stock 246,040 246,040 D
Incentive Stock Option(5) $27 01/10/2006 12/17/2012 Common Stock 3,703 3,703 D
Non-Statutory Stock Option(5) $27 01/10/2006 12/17/2012 Common Stock 266,297 266,297 D
Incentive Stock Option(6) $36.6 01/10/2007 12/16/2013 Common Stock 2,732 2,732 D
Non-Statutory Stock Option(6) $36.6 01/10/2007 12/16/2013 Common Stock 207,268 207,268 D
Explanation of Responses:
1. Shares are held by Mr. Engelke's spouse.
2. Represents shares allocated to Mr. Engelke's account under the Astoria Federal Savings and Loan Association Employee Stock Ownership Plan ("ESOP") as of August 12, 2003 and held in the ESOP Trust.
3. Represents shares held in the Employer Stock Fund of the Astoria Incentive Savings Plan ("401 (k) Plan") for the account of Mr. Engelke as of September 5, 2003. Shares are held in the 401(k) Plan Trust.
4. Options were granted pursuant to the 1996 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1996 Plan.
5. Options were granted pursuant to the 1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1999 Plan.
6. Options were granted pursuant to the 2003 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 2003 Plan.
Remarks:
All derivative securities were granted at a price $0.00.
George L. Engelke, Jr. 01/27/2004
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.