UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-K

(Mark One)

x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2008

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number  001-11967

ASTORIA FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	11-3170868
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

One Astoria Federal Plaza, Lake Success, New York	11042	(516) 327-3000
(Address of principal executive offices)	(Zip code)	(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, par value $.01 per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

YES  x NO ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

YES ¨ NO x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act  during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES  x  NO  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer x    Accelerated filer ¨  Non-accelerated filer ¨  Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  YES ¨ NO x

The aggregate market value of Common Stock held by non-affiliates of the registrant as of June 30, 2008, based on the closing price for a share of the registrant's Common Stock on that date as reported by the New York Stock Exchange, was $1.85 billion.

The number of shares of the registrant's Common Stock outstanding as of February 17, 2009 was 97,067,064 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement to be utilized in connection with the Annual Meeting of Stockholders to be held on May 20, 2009 and any adjournment thereof, which will be filed with the Securities and Exchange Commission within 120 days from December 31, 2008, are incorporated by reference into Part  III.

ASTORIA FINANCIAL CORPORATION

2008 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page
Part I
Item 1.	Business	3
Item 1A.	Risk Factors	34
Item 1B.	Unresolved Staff Comments	39
Item 2.	Properties	39
Item 3.	Legal Proceedings	40
Item 4.	Submission of Matters to a Vote of Security Holders	41
Part II
Item 5.	Market for Astoria Financial Corporation's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	42
Item 6.	Selected Financial Data	44
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	46
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	83
Item 8.	Financial Statements and Supplementary Data	85
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	85
Item 9A.	Controls and Procedures	85
Item 9B.	Other Information	86
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	86
Item 11.	Executive Compensation	86
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	87
Item 13.	Certain Relationships and Related Transactions, and Director Independence	88
Item 14.	Principal Accounting Fees and Services	88
Part IV
Item 15.	Exhibits and Financial Statement Schedules	88
SIGNATURES		89

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PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT

This Annual Report on Form 10-K contains a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act.  These statements may be identified by the use of the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar terms and phrases, including references to assumptions.

Forward-looking statements are based on various assumptions and analyses made by us in light of our management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances.  These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors (many of which are beyond our control) that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.  These factors include, without limitation, the following:

· the timing and occurrence or non-occurrence of events may be subject to circumstances beyond our control;

· there may be increases in competitive pressure among financial institutions or from non-financial institutions;

· changes in the interest rate environment may reduce interest margins or affect the value of our investments;

· changes in deposit flows, loan demand or real estate values may adversely affect our business;

· changes in accounting principles, policies or guidelines may cause our financial condition to be perceived differently;

· general economic conditions, either nationally or locally in some or all areas in which we do business, or conditions in the real estate or securities markets or the banking industry may be less favorable than we currently anticipate;

· legislative or regulatory changes may adversely affect our business;

· technological changes may be more difficult or expensive than we anticipate;

· success or consummation of new business initiatives may be more difficult or expensive than we anticipate; or

· litigation or other matters before regulatory agencies, whether currently existing or commencing in the future, may be determined adverse to us or may delay the occurrence or non-occurrence of events longer than we anticipate.

We have no obligation to update any forward-looking statements to reflect events or circumstances after the date of this document.

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PART I

As used in this Form 10-K, “we,” “us” and “our” refer to Astoria Financial Corporation and its consolidated subsidiaries, principally Astoria Federal Savings and Loan Association.

ITEM 1.  BUSINESS

General

We are a Delaware corporation organized in 1993 as the unitary savings and loan association holding company of Astoria Federal Savings and Loan Association and its consolidated subsidiaries, or Astoria Federal.  We are headquartered in Lake Success, New York and our principal business is the operation of our wholly-owned subsidiary, Astoria Federal.  Astoria Federal’s primary business is attracting retail deposits from the general public and investing those deposits, together with funds generated from operations, principal repayments on loans and securities and borrowings, primarily in one-to-four family mortgage loans, multi-family mortgage loans, commercial real estate loans and mortgage-backed securities.  To a lesser degree, Astoria Federal also invests in construction loans and consumer and other loans, U.S. government, government agency and government-sponsored enterprise, or GSE, securities and other investments permitted by federal banking laws and regulations.

Our results of operations are dependent primarily on our net interest income, which is the difference between the interest earned on our assets, primarily our loan and securities portfolios, and the interest paid on our deposits and borrowings.  Our net income is also affected by our provision for loan losses, non-interest income, general and administrative expense and income tax expense.  Non-interest income includes customer service fees; other loan fees; net gain on sales of securities; mortgage banking income, net; income from bank owned life insurance, or BOLI; and other non-interest income.  General and administrative expense consists of compensation and benefits expense; occupancy, equipment and systems expense; federal deposit insurance premiums; advertising expense; and other operating expenses.  Our earnings are significantly affected by general economic and competitive conditions, particularly changes in market interest rates and U.S. Treasury yield curves, government policies and actions of regulatory authorities.

In addition to Astoria Federal, Astoria Financial Corporation has two other subsidiaries, AF Insurance Agency, Inc. and Astoria Capital Trust I.  AF Insurance Agency, Inc. is a licensed life insurance agency and property and casualty insurance broker.  Through contractual agreements with various third party marketing organizations, AF Insurance Agency, Inc. makes insurance products available primarily to the customers of Astoria Federal.  AF Insurance Agency, Inc. is a wholly-owned subsidiary which is consolidated with Astoria Financial Corporation for financial reporting purposes.  Our other subsidiary, Astoria Capital Trust I, is not consolidated with Astoria Financial Corporation for financial reporting purposes in accordance with Financial Accounting Standards Board, or FASB, revised interpretation No. 46, “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51,” or FIN 46(R).  Astoria Capital Trust I was formed in 1999 for the purpose of issuing $125.0 million aggregate liquidation amount of 9.75% Capital Securities due November 1, 2029, or Capital Securities, and $3.9 million of common securities (which are the only voting securities of Astoria Capital Trust I), which are 100% owned by Astoria Financial Corporation, and using the proceeds to acquire Junior Subordinated Debentures issued by Astoria Financial Corporation.  Astoria Financial Corporation has fully and unconditionally guaranteed the Capital Securities along with all obligations of Astoria Capital Trust I under the trust agreement relating to the Capital Securities.

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Available Information

Our internet website address is www.astoriafederal.com.  Financial information, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports, can be obtained free of charge from our investor relations website at http://ir.astoriafederal.com.  The above reports are available on our website immediately after they are electronically filed with or furnished to the Securities and Exchange Commission, or SEC.  Such reports are also available on the SEC’s website at www.sec.gov/edgar/searchedgar/webusers.htm.

Lending Activities

General

Our loan portfolio is comprised primarily of mortgage loans, most of which are secured by one-to-four family properties and, to a lesser extent, multi-family properties and commercial real estate.  The remainder of the loan portfolio consists of a variety of construction loans and consumer and other loans. At December 31, 2008, our net loan portfolio totaled $16.59 billion, or 75.5% of total assets.

We originate mortgage loans either directly through our banking and loan production offices in New York or indirectly through brokers and our third party loan origination program.  Mortgage loan originations and purchases totaled $4.31 billion for the year ended December 31, 2008 and $4.23 billion for the year ended December 31, 2007.  Mortgage loan originations include originations of loans held-for-sale totaling $134.8 million for the year ended December 31, 2008 and $203.7 million for the year ended December 31, 2007.  Our retail loan origination program accounted for $1.16 billion of originations during 2008 and $1.01 billion of originations during 2007.  We also have an extensive broker network covering eighteen states and the District of Columbia.  Our broker loan origination program consists of relationships with mortgage brokers and accounted for $2.67 billion of originations during 2008 and $2.81 billion of originations during 2007. Our third party loan origination program includes relationships with other financial institutions and mortgage bankers covering nineteen states and the District of Columbia and accounted for purchases of $479.1 million during 2008 and $407.3 million during 2007.  Mortgage loans purchased through our third party loan origination program are subject to the same underwriting standards as our retail and broker originations.  Our various loan origination programs provide efficient and diverse delivery channels for deployment of our cash flows. Additionally, our broker and third party loan origination programs provide geographic diversification, reducing our exposure to concentrations of credit risk.  At December 31, 2008, $6.01 billion, or 37.0%, of our total mortgage loan portfolio was secured by properties located in New York and $10.25 billion, or 63.0%, of our total mortgage loan portfolio was secured by properties located in 40 other states and the District of Columbia.  Excluding New York, we have a concentration of greater than 5.0% of our total mortgage loan portfolio in seven states:  8.9% in Connecticut, 8.7% in New Jersey, 8.4% in California, 8.2% in Illinois, 5.8% in Virginia, 5.5% in Maryland and 5.2% in Massachusetts.  See the “Loan Portfolio Composition” table on page 10 and the “Loan Maturity, Repricing and Activity” tables on pages 10 and 11.

We outsource the servicing of our mortgage loan portfolio, including our portfolio of mortgage loans serviced for other investors, to an unrelated third party under a sub-servicing agreement.

One-to-Four Family Mortgage Lending

Our primary lending emphasis is on the origination and purchase of first mortgage loans secured by one-to-four family properties that serve as the primary residence of the owner.  To a much lesser degree, we have made loans secured by non-owner occupied one-to-four family properties acquired as an investment by the borrower, although we discontinued originating such loans in January 2008.  We also originate a limited number of second mortgage loans.  At December 31, 2008, $12.35 billion, or 74.4%, of our total loan portfolio consisted of one-to-four family mortgage loans, of which $11.85 billion, or 96.0%, were interest-only hybrid and amortizing hybrid adjustable rate mortgage, or ARM, loans and $499.3 million, or 4.0%, were fixed rate loans.

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We offer interest-only hybrid ARM loans with terms of up to forty years, which have an initial fixed rate for five or seven years and convert into one year interest-only ARM loans at the end of the initial fixed rate period.  Prior to January 2008, we also offered interest-only hybrid ARM loans with an initial fixed rate period of three years.  Our interest-only hybrid ARM loans require the borrower to pay interest only during the first ten years of the loan term.  After the tenth anniversary of the loan, principal and interest payments are required to amortize the loan over the remaining loan term.  Our portfolio of one-to-four family interest-only hybrid ARM loans totaled $7.41 billion, or 60.1% of our total one-to-four family mortgage loan portfolio, at December 31, 2008.  We also offer amortizing hybrid ARM loans which initially have a fixed rate for three, five, seven or ten years and convert into one year ARM loans at the end of the initial fixed rate period.  The three, five and seven year amortizing hybrid ARM loans have terms of up to forty years and the ten year amortizing hybrid ARM loans have terms of up to thirty years.  Our amortizing hybrid ARM loans require the borrower to make principal and interest payments during the entire loan term.  Our portfolio of one-to-four family amortizing hybrid ARM loans totaled $4.44 billion, or 35.9% of our total one-to-four family mortgage loan portfolio, at December 31, 2008.  We do not originate one year ARM loans.  The ARM loans in our portfolio which currently reprice annually represent hybrid ARM loans (interest-only and amortizing) which have passed their initial fixed rate period.  We do not originate negative amortization loans, payment option loans or other loans with short-term interest-only periods.

Within our one-to-four family mortgage loan portfolio we have reduced documentation loan products.  Reduced documentation loans are comprised primarily of SIFA (stated income, full asset) loans.  To a lesser extent, our portfolio of reduced documentation loans also includes SISA (stated income, stated asset) and Super Streamline loans.  Reduced documentation loans include both hybrid ARM loans (interest-only and amortizing) and fixed rate loans.  SIFA and SISA loans require a prospective borrower to complete a standard mortgage loan application while the Super Streamline product requires the completion of an abbreviated application and is, in effect, considered a “no documentation” loan.  We discontinued originating SISA and Super Streamline loans in the 2007 second quarter and we discontinued originating SIFA loans in the 2007 fourth quarter.  As a result, effective January 2008, we no longer offer reduced documentation loans.  Our portfolio of one-to-four family reduced documentation loans totaled $2.46 billion, or 19.9% of our total one-to-four family mortgage loan portfolio, at December 31, 2008 and included $359.2 million of SISA loans and $36.9 million of Super Streamline loans.

Generally, ARM loans pose credit risks somewhat greater than the risks posed by fixed rate loans primarily because, as interest rates rise, the underlying payments of the borrower increase when the loan is beyond its initial fixed rate period, particularly if the interest rate during the initial fixed rate period was at a discounted rate, increasing the potential for default.  Interest-only hybrid ARM loans have an additional potential risk element when the loan payments adjust after the tenth anniversary of the loan to include principal payments, resulting in a further increase in the underlying payments.  Since our interest-only hybrid ARM loans have a relatively long period to the principal payment adjustment, we believe there is minimal additional credit risk compared to an amortizing loan due to the longer period for the borrower’s income to adjust to anticipated higher future payments.  Additionally, in recent years we began underwriting our interest-only hybrid ARM loans at the higher of the initial note rate or the fully indexed rate and previously did not offer loans with rates at deep discounts to the fully indexed rate.  Accordingly, we believe there is minimal additional credit risk compared to loans offered at their fully indexed rates.

Our reduced documentation loans have additional elements of risk since not all of the information provided by the borrower is verified and in the case of the Super Streamline product, the information provided by the borrower is limited.  SIFA loans required the verification of a potential borrower’s asset information on the loan application, but not the income information provided.  However, each of these products required the receipt of an appraisal of the real estate used as collateral for the mortgage loan and a credit report on the prospective borrower.  The loans were priced according to our internal risk assessment of the loan giving consideration to the loan-to-value ratio, the potential borrower’s credit scores and various other credit criteria.

We continue to manage the greater risk posed by our hybrid ARM loans (amortizing and interest-only) through the application of sound underwriting practices and risk management systems.  As a community

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 bank, our lending risk management systems are comprised of the analyses we use to monitor our loan portfolio.  Our risk management systems and underwriting policies include a variety of factors and analyses.  These include, but are not limited to, the determination of the markets in which we lend; the products we offer and the pricing of those products; the evaluation of potential borrowers and the characteristics of the property supporting the loan; the monitoring and analyses of the performance of our portfolio, in the aggregate and by segment, at various points in time and trends over time; and our collection efforts and marketing of delinquent and non-performing loans and foreclosed properties.  We monitor our market areas and the performance and pricing of our various loan product offerings to determine the prudence of continuing to offer such loans and to determine what changes, if any, should be made to our product offerings and related underwriting.

The objective of our one-to-four family mortgage loan underwriting is to determine whether timely repayment of the debt can be expected and whether the property that secures the loan provides sufficient value to recover our investment in the event of a loan default.  We review each loan individually utilizing such documents as the loan application, credit report, verification forms, tax returns and any other documents relevant and necessary to qualify the potential borrower for the loan.  We analyze the credit and income profiles of potential borrowers and evaluate all aspects of the potential borrower’s credit history including credit scores. We do not base our underwriting decisions solely on credit scores.  We consider the potential borrower’s income, history of debt management and net worth.  We perform income and debt ratio analyses as part of the credit underwriting process.  Additionally, we obtain independent appraisals to establish collateral values to determine loan-to-value ratios.  We use the same underwriting standards for our retail, broker and third party mortgage loan originations.

Our current policy on owner-occupied, one-to-four family loans is to lend up to 75% of the appraised value of the property securing the loan, except in the case of loans originated under our affordable housing program, which is consistent with our program for compliance with the Community Reinvestment Act, or CRA, and in the case of loans originated for sale.  See “Regulation and Supervision – Community Reinvestment” for further discussion of the CRA.  Prior to the fourth quarter of 2007, our policy generally was to lend up to 80% of the appraised value of the property securing the loan and, for mortgage loans which had a loan-to-value ratio of greater than 80%, we required the mortgagor to obtain private mortgage insurance.  In addition, we offered a variety of proprietary products which allowed the borrower to obtain financing of up to 90% loan-to-value without private mortgage insurance, through a combination of a first mortgage loan with an 80% loan-to-value and a home equity line of credit for the additional 10%.  During the fourth quarter of 2007, we revised our policy on originations of owner-occupied, one-to-four family loans to discontinue lending amounts in excess of 80% of the appraised value of the property securing the loan and during the 2008 third quarter we revised our policy to discontinue lending amounts in excess of 75% of the appraised value of the property, with certain exceptions noted above.  We periodically review our loan product offerings and related underwriting and make changes as necessary in response to market conditions.

All interest-only and amortizing hybrid ARM loans we offer have annual and lifetime interest rate ceilings and floors.  Such loans may be offered with an initial interest rate which is less than the fully indexed rate for the loan at the time of origination, referred to as a discounted rate.  We determine the initial interest rate in accordance with market and competitive factors giving consideration to the spread over our funding sources in conjunction with our overall interest rate risk, or IRR, management strategies.  Prior to 2006, we would underwrite our interest-only hybrid ARM loans using the initial note rate, which may have been a discounted rate.  In 2006, to recognize the credit risks associated with such loans, we began underwriting our interest-only hybrid ARM loans based on a fully amortizing loan (in effect underwriting interest-only hybrid ARM loans as if they were amortizing hybrid ARM loans).  In 2007, we began underwriting our interest-only hybrid ARM loans at the higher of the fully indexed rate or the initial note rate.  In 2009, we began underwriting our interest-only and amortizing hybrid ARM loans at the higher of the fully indexed rate, the initial note rate or 6.00%.  We monitor credit risk on interest-only hybrid ARM loans that were underwritten at the initial note rate, which may have been a discounted rate, in the same manner as we monitor credit risk on all interest-only hybrid ARM loans.  Our portfolio of one-to-four family interest only hybrid ARM loans which were underwritten at the initial note rate, which may have been a

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discounted rate, totaled $4.41 billion, or 59.5% of our total one-to-four family interest-only hybrid ARM loan portfolio, at December 31, 2008.

One-to-four family loan originations and purchases totaled $3.80 billion in 2008 and $3.82 billion in 2007.  One-to-four family loan originations include originations of loans held-for-sale totaling $134.8 million in 2008 and $203.7 million in 2007.  Generally, we originate fifteen year and thirty year fixed rate one-to-four family mortgage loans for sale to various GSEs or other investors with servicing either retained or released.  The sale of such loans is generally arranged through a master commitment either on a mandatory delivery or best efforts basis.  Loans serviced for others totaled $1.23 billion at December 31, 2008.

Multi-Family and Commercial Real Estate Lending

While we are primarily a one-to-four family mortgage lender, we also originate multi-family and commercial real estate loans.  At December 31, 2008, $2.91 billion, or 17.6%, of our total loan portfolio consisted of multi-family mortgage loans and $941.1 million, or 5.7%, of our total loan portfolio consisted of commercial real estate loans.  The multi-family and commercial real estate loans in our portfolio consist of both fixed rate and adjustable rate loans which were originated at prevailing market rates.  Multi-family and commercial real estate loans are generally five to fifteen year term balloon loans amortized over fifteen to thirty years.  We also originate interest-only multi-family and commercial real estate loans to qualified borrowers.  Such loans are underwritten on the basis of a fully amortizing loan.  Multi-family and commercial real estate interest-only loans differ from one-to-four family interest-only loans in that the interest-only period for multi-family and commercial real estate loans generally ranges from one to five years and such loans typically provide for balloon payments at maturity.  Our portfolio of multi-family and commercial real estate interest-only loans totaled $706.7 million, or 18.3% of our total multi-family and commercial real estate loan portfolio, at December 31, 2008 and was comprised primarily of multi-family loans.

In making multi-family and commercial real estate loans, we primarily consider the ability of the net operating income generated by the real estate to support the debt service, the financial resources, income level and managerial expertise of the borrower, the marketability of the property and our lending experience with the borrower.  Our current policy is to require a minimum debt service coverage ratio of 1.20 times for multi-family and commercial real estate loans.  Additionally, on multi-family and commercial real estate loans, our current policy is to finance up to 75% of the lesser of the purchase price or appraised value of the property securing the loan on purchases or 75% of the appraised value on refinances.

Our policy generally has been to originate multi-family and commercial real estate loans in the New York metropolitan area, which includes New York, New Jersey and Connecticut, although we have, in the past, originated loans in various other states including Florida and Pennsylvania.  We discontinued originating loans outside of the New York metropolitan area in 2007.  During 2008, we originated $514.2 million of multi-family, commercial real estate and mixed use loans compared to $410.4 million in 2007.  Mixed use loans are secured by properties which are intended for both residential and business use and are classified as multi-family or commercial real estate based on the greater number of residential versus commercial units.  The increase in originations in 2008 is the result of favorable pricing opportunities on multi-family mortgage loan originations during the second half of 2008 as a result of the widening spreads between one-to-four family and multi-family loan pricing.  However, we do not believe the current real estate market and economic environment support aggressively pursuing multi-family and commercial real estate loans given the additional risks associated with this type of lending.  As of December 31, 2008, we are only offering to originate multi-family and commercial real estate loans to select customers in New York and New Jersey.

The majority of the multi-family loans in our portfolio are secured by six- to fifty-unit apartment buildings and mixed use properties (more residential than business units).  As of December 31, 2008, our single largest multi-family credit had an outstanding balance of $16.3 million and was current and secured by a 276-unit apartment complex in Staten Island, New York.  At December 31, 2008, the average balance of loans in our multi-family portfolio was approximately $960,000.

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Commercial real estate loans are typically secured by retail stores, office buildings and mixed use properties (more business than residential units).  As of December 31, 2008, our single largest commercial real estate credit had an outstanding principal balance of $7.4 million and was current and  secured by a one-story retail building with 10 retail units in Ozone Park, New York.  At December 31, 2008, the average balance of loans in our commercial real estate portfolio was approximately $1.1 million.

Historically, multi-family and commercial real estate loans generally involve a greater degree of credit risk than one-to-four family loans because they typically have larger balances and may be affected to a greater degree by adverse conditions in the economy.  As such, these loans require more ongoing evaluation and monitoring.  Because payments on loans secured by multi-family properties and commercial real estate often depend upon the successful operation and management of the properties and the businesses which operate from within them, repayment of such loans may be affected by factors outside the borrower’s control, such as adverse conditions in the real estate market or the economy or changes in government regulation.

Construction Loans

At December 31, 2008, $56.8 million, or 0.3%, of our total loan portfolio consisted of construction loans.  We offer construction loans for all types of residential properties and certain commercial real estate properties.  Generally, construction loan terms run between one and two years and are interest-only, adjustable rate loans indexed to the prime rate.  We generally offer construction loans up to a maximum of $10.0 million.  As of December 31, 2008, our average construction loan commitment was approximately $4.0 million and the average outstanding balance of loans in our construction loan portfolio was approximately $2.8 million.

Construction lending involves additional credit risk to the lender compared with other types of mortgage lending.  This additional credit risk is attributable to the fact that loan funds are advanced upon the security of the project under construction, predicated on the present value of the property and the anticipated future value of the property upon completion of construction or development.  Construction loans are funded, at the request of the borrower, not more than once per month, based on the work completed, and are generally monitored by a professional construction engineer and our commercial real estate lending department throughout the life of the project.  We are not originating construction loans in the current real estate market.

Consumer and Other Loans

At December 31, 2008, $335.4 million, or 2.0%, of our total loan portfolio consisted of consumer and other loans which were primarily home equity lines of credit.  Home equity lines of credit are adjustable rate loans which are indexed to the prime rate and generally reset monthly.  Such lines of credit are underwritten based on our evaluation of the borrower’s ability to repay the debt.

In the current economic environment, we are not aggressively pursuing the origination of home equity lines of credit.  We currently only originate such lines on one-to-four family owner-occupied properties located in New York State and only to borrowers where we hold the first lien mortgage on the property.  In addition, home equity lines of credit are currently limited to aggregate outstanding indebtedness secured by up to 60% of the appraised value of the property.  Prior to the 2007 fourth quarter, these lines of credit were generally limited to aggregate outstanding indebtedness secured by up to 90% of the appraised value of the property.  During the fourth quarter of 2007, we revised our policy on originations of home equity lines of credit to limit aggregate outstanding indebtedness to 75% of the appraised value of the property and only for loans where we hold the first lien mortgage on the property.  During the 2008 third quarter, we revised our policy to limit aggregate outstanding indebtedness to 60% of the appraised value of the property and only for properties located in New York State.

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We also offer overdraft protection, lines of credit, commercial loans and passbook loans.  Consumer and other loans, with the exception of home equity and commercial lines of credit, are offered primarily on a fixed rate, short-term basis.  The underwriting standards we employ for consumer and other loans include a determination of the borrower’s payment history on other debts and an assessment of the borrower's ability to make payments on the proposed loan and other indebtedness.  In addition to the creditworthiness of the borrower, the underwriting process also includes a review of the value of the collateral, if any, in relation to the proposed loan amount.  Our consumer and other loans tend to have higher interest rates, shorter maturities and are considered to entail a greater risk of default than one-to-four family mortgage loans.

Included in consumer and other loans were $13.3 million of commercial business loans at December 31, 2008.  These loans are underwritten based upon the cash flow and earnings of the borrower and the value of the collateral securing such loans, if any.

Loan Approval Procedures and Authority

Except for individual loans in excess of $15.0 million or when the overall lending relationship exceeds $100.0 million (unless the Board of Directors has set a higher limit with respect to a particular borrower), mortgage loan approval authority has been delegated by the Board of Directors to our underwriters and Loan Committee, which consists of certain members of executive management and other Astoria Federal officers.  For loans between $10.0 million and $15.0 million, the approval of three executive officers and two non-officer directors is required.

For mortgage loans secured by one-to-four family properties, upon receipt of a completed application from a prospective borrower, we generally order a credit report, verify income and other information and, if necessary, obtain additional financial or credit related information.  Prior to January 2008, we offered reduced documentation loans which had varied verification and documentation requirements.  For mortgage loans secured by multi-family properties and commercial real estate, we obtain financial information concerning the operation of the property.  Personal guarantees are generally not obtained with respect to multi-family and commercial real estate loans.  An appraisal of the real estate used as collateral for mortgage loans is also obtained as part of the underwriting process.  All appraisals are performed by licensed or certified appraisers, the majority of which are licensed independent third party appraisers.  We have an internal appraisal review process to monitor third party appraisals.  The Board of Directors annually reviews and approves our appraisal policy.

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Loan Portfolio Composition

The following table sets forth the composition of our net loans receivable portfolio in dollar amounts and in percentages of the portfolio at the dates indicated.

	At December 31,
	2008						2007						2006						2005						2004
(Dollars in Thousands)	Amount			Percent of Total			Amount			Percent of Total			Amount			Percent of Total			Amount			Percent of Total			Amount			Percent of Total
Mortgage loans (gross):
One-to-four family	$	12,349,617			74.42	%	$	11,628,270			72.51	%	$	10,214,146			68.67	%	$	9,757,920			68.24	%	$	9,054,747			68.68	%
Multi-family		2,911,733			17.55			2,945,546			18.36			2,987,531			20.09			2,826,807			19.77			2,558,935			19.41
Commercial real estate		941,057			5.67			1,031,812			6.43			1,100,218			7.40			1,075,914			7.52			944,859			7.17
Construction		56,829			0.34			77,723			0.48			140,182			0.94			137,012			0.96			117,766			0.89
Total mortgage loans		16,259,236			97.98			15,683,351			97.78			14,442,077			97.10			13,797,653			96.49			12,676,307			96.15
Consumer and other loans (gross):
Home equity		307,831			1.85			320,884			1.99			392,141			2.64			460,064			3.22			466,087			3.53
Commercial		13,331			0.08			20,494			0.13			22,262			0.15			24,644			0.17			21,819			0.17
Other		14,216			0.09			15,443			0.10			16,387			0.11			17,796			0.12			19,382			0.15
Total consumer and other loans		335,378			2.02			356,821			2.22			430,790			2.90			502,504			3.51			507,288			3.85
Total loans (gross)		16,594,614			100.00	%		16,040,172			100.00	%		14,872,867			100.00	%		14,300,157			100.00	%		13,183,595			100.00	%
Net unamortized premiums and deferred loan costs		117,830						114,842						98,824						92,136						79,684
Total loans		16,712,444						16,155,014						14,971,691						14,392,293						13,263,279
Allowance for loan losses		(119,029	)					(78,946	)					(79,942	)					(81,159	)					(82,758	)
Total loans, net	$	16,593,415					$	16,076,068					$	14,891,749					$	14,311,134					$	13,180,521

Loan Maturity, Repricing and Activity

The following table shows the contractual maturities of our loans receivable at December 31, 2008 and does not reflect the effect of prepayments or scheduled principal amortization.

	At December 31, 2008
(In Thousands)	One-to- Four Family		Multi- Family		Commercial  Real Estate		Construction		Consumer and Other		Total Loans Receivable
Amount due:
Within one year	$	7,253	$	4,935	$	2,341	$	51,271	$	13,762	$	79,562
After one year:
Over one to three years		20,668		22,777		15,824		-		10,076		69,345
Over three to five years		81,260		166,715		93,785		5,558		5,789		353,107
Over five to ten years		190,257		1,992,722		617,305		-		2,685		2,802,969
Over ten to twenty years		499,980		606,810		190,407		-		2,164		1,299,361
Over twenty years		11,550,199		117,774		21,395		-		300,902		11,990,270
Total due after one year		12,342,364		2,906,798		938,716		5,558		321,616		16,515,052
Total amount due	$	12,349,617	$	2,911,733	$	941,057	$	56,829	$	335,378	$	16,594,614
Net unamortized premiums and deferred loan costs												117,830
Allowance for loan losses												(119,029	)
Loans receivable, net											$	16,593,415

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The following table sets forth at December 31, 2008, the dollar amount of our loans receivable contractually maturing after December 31, 2009, and whether such loans have fixed interest rates or adjustable interest rates.  Our interest-only and amortizing hybrid ARM loans are classified as adjustable rate loans.

	Maturing After December 31, 2009
(In Thousands)	Fixed		Adjustable		Total
Mortgage loans:
One-to-four family	$	496,488	$	11,845,876	$	12,342,364
Multi-family		371,333		2,535,465		2,906,798
Commercial real estate		96,548		842,168		938,716
Construction		-		5,558		5,558
Consumer and other loans		8,171		313,445		321,616
Total	$	972,540	$	15,542,512	$	16,515,052

The following table sets forth our loan originations, purchases, sales and principal repayments for the periods indicated, including loans held-for-sale.

	For the Year Ended December 31,
(In Thousands)	2008			2007			2006
Mortgage loans (gross) (1):
At beginning of year	$	15,688,675		$	14,457,975		$	13,820,428
Originations:
One-to-four family		3,319,575			3,412,315			2,346,056
Multi-family		458,175			363,648			524,645
Commercial real estate		55,984			46,777			139,723
Construction		-			1,993			36,975
Total originations		3,833,734			3,824,733			3,047,399
Purchases (2)		479,051			407,316			385,567
Principal repayments		(3,534,061	)		(2,786,822	)		(2,579,143	)
Sales		(150,166	)		(224,428	)		(248,767	)
Advances on construction loans in excess of originations		14,640			23,558			34,611
Transfer of loans to real estate owned		(39,877	)		(10,749	)		(897	)
Net loans charged off		(27,863	)		(2,908	)		(1,223	)
At end of year	$	16,264,133		$	15,688,675		$	14,457,975
Consumer and other loans (gross) (3):
At beginning of year	$	357,814		$	431,466		$	503,511
Originations and advances		138,901			153,715			216,373
Principal repayments		(157,752	)		(225,536	)		(286,670	)
Sales		(2,153	)		(1,243	)		(1,754	)
Net loans (charged off) recovered		(1,054	)		(588	)		6
At end of year	$	335,756		$	357,814		$	431,466

(1) Includes loans classified as held-for-sale totaling $4.9 million, $5.3 million and $15.9 million at December 31, 2008, 2007 and 2006, respectively.

(2) Purchases of mortgage loans represent third party loan originations and are secured by one-to-four family properties.

(3) Includes loans classified as held-for-sale totaling $378,000, $993,000 and  $676,000 at December 31, 2008, 2007 and 2006, respectively.

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Asset Quality

General

One of our key operating objectives has been and continues to be to maintain a high level of asset quality.  Our concentration on one-to-four family mortgage lending and the maintenance of sound credit standards for new loan originations have resulted in our maintaining a low level of non-performing assets relative to the size of our loan portfolio.  Through a variety of strategies, including, but not limited to, aggressive collection efforts and marketing of delinquent and non-performing loans and foreclosed properties, we have been proactive in addressing problem and non-performing assets which, in turn, has helped maintain the strength of our financial condition.

The underlying credit quality of our loan portfolio is dependent primarily on each borrower’s ability to continue to make required loan payments and, in the event a borrower is unable to continue to do so, the value of the collateral securing the loan, if any.  A borrower’s ability to pay typically is dependent, in the case of one-to-four family mortgage loans and consumer loans, primarily on employment and other sources of income, and in the case of multi-family and commercial real estate loans, on the cash flow generated by the property, which in turn is impacted by general economic conditions.  Other factors, such as unanticipated expenditures or changes in the financial markets, may also impact a borrower’s ability to pay.  Collateral values, particularly real estate values, are also impacted by a variety of factors including general economic conditions, demographics, maintenance and collection or foreclosure delays.

Non-performing Assets

Effective January 1, 2008, we revised our presentation of non-performing mortgage loans to report mortgage loans which have missed only two payments as 60-89 days delinquent instead of as non-accrual, which had been our previous practice.  All of the non-performing loan, non-performing asset and related asset quality ratio data presented for prior years has been revised to conform to the current year presentation.  For further discussion of this change in presentation, see “Asset Quality’ in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or “MD&A.”

Non-performing assets include non-accrual loans, mortgage loans delinquent 90 days or more and still accruing interest and real estate owned, or REO.  Total non-performing assets increased $186.9 million to $264.1 million at December 31, 2008, from $77.2 million at December 31, 2007.  Non-performing loans, the most significant component of non-performing assets, increased $170.5 million to $238.6 million at December 31, 2008, from $68.1 million at December 31, 2007.  The increases in non-performing assets and non-performing loans were primarily due to increases in non-performing one-to-four family and multi-family mortgage loans.  In addition, REO increased during 2008, contributing to the increase in non-performing assets.  During 2008, the continued deterioration of the housing and real estate markets, as well as the overall weakness in the economy, contributed to an increase in our non-performing loans and net loan charge-offs.  As a geographically diversified residential lender, we have been affected by negative consequences arising from the ongoing economic recession and, in particular, the sharp downturn in the housing industry nationally, as well as economic and housing industry weaknesses in the New York metropolitan area specifically.  We are particularly vulnerable to the impact of a severe job loss recession.  We continue to closely monitor the local and national real estate markets and other factors related to risks inherent in our loan portfolio.  Despite the increase in non-performing loans at December 31, 2008, our non-performing loans continue to remain at low levels in relation to the size of our loan portfolio.  The ratio of non-performing loans to total loans increased to 1.43% at December 31, 2008, from 0.42% at December 31, 2007.  Our ratio of non-performing assets to total assets increased to 1.20% at December 31, 2008, from 0.36% at December 31, 2007.  The allowance for loan losses as a percentage of total non-performing loans decreased to 49.88% at December 31, 2008, from 115.97% at December 31, 2007.  For further discussion of our non-performing assets and non-performing loans and the allowance for loan losses, see Item 7, “MD&A.”

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During the year ended December 31, 2008, we sold $15.5 million of delinquent and non-performing mortgage loans, primarily one-to-four family and multi-family loans.  The sale of these loans did not have a material impact on our non-performing loans, non-performing assets and related ratios at December 31, 2008.

We may from time to time agree to modify the contractual terms of a borrower’s loan.  In cases where such modifications represent a concession to a borrower experiencing financial difficulty, the modification is considered a troubled debt restructuring.  Loans modified in a troubled debt restructuring are placed on non-accrual status until we determine that future collection of principal and interest is reasonably assured, which generally requires that the borrower demonstrate a period of performance according to the restructured terms of six months.  At December 31, 2008, loans modified in a troubled debt restructuring which are included in non-accrual loans totaled $6.9 million.

We discontinue accruing interest on loans when such loans become 90 days delinquent as to their payment due date (missed three payments).  In addition, we reverse all previously accrued and uncollected interest through a charge to interest income.  While loans are in non-accrual status, interest due is monitored and income is recognized only to the extent cash is received until a return to accrual status is warranted.  Prior to January 1, 2008, we discontinued accruing interest on mortgage loans when such loans became 90 days delinquent as to their interest due, even though in many instances the borrower had only missed two payments, and we discontinued accruing interest on consumer and other loans when such loans became 90 days delinquent as to their payment due date.  In some circumstances, we continue to accrue interest on mortgage loans delinquent 90 days or more as to their maturity date, but not their interest due.  Such loans totaled $33,000 at December 31, 2008 and $474,000 at December 31, 2007.  In general, 90 days prior to a loan's maturity, the borrower is reminded of the maturity date.  Where the borrower has continued to make monthly payments to us and where we do not have a reason to believe that any loss will be incurred on the loan, we have treated these loans as current and have continued to accrue interest.

REO represents real estate acquired as a result of foreclosure or by deed in lieu of foreclosure and is carried in other assets, net of allowances for losses, at the lower of cost or fair value less estimated selling costs.  Write-downs required at the time of acquisition are charged to the allowance for loan losses.  Thereafter, we maintain an allowance for losses representing decreases in value which are charged to income along with any additional expenses incurred on the property.  Fair value is estimated through current appraisals in conjunction with a drive-by inspection and comparison of the property securing the loan with similar properties in the area by either a licensed appraiser or real estate broker.  As these properties are actively marketed, estimated fair value is periodically adjusted to reflect current market conditions.  The net carrying value of our REO totaled $25.5 million, net of an allowance for losses of $2.0 million, at December 31, 2008 and $9.1 million, net of an allowance for losses of $493,000, at December 31, 2007.

Classified Assets

Our Asset Review Department reviews and classifies our assets and independently reports the results of its reviews to our Board of Directors quarterly. Our Asset Classification Committee establishes policy relating to the internal classification of loans and also provides input to the Asset Review Department in its review of our assets.

Federal regulations and our policy require the classification of loans and other assets, such as debt and equity securities considered to be of lesser quality, as special mention, substandard, doubtful or loss. An asset classified as special mention has potential weaknesses, which, if uncorrected, may result in the deterioration of the repayment prospects or in our credit position at some future date.  An asset classified as substandard is inadequately protected by the current net worth and paying capacity of the obligor or the collateral pledged, if any.  Substandard assets include those characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected.  Assets classified as doubtful have all of the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses present make collection or liquidation in full satisfaction of the loan amount, on the basis of currently

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existing facts, conditions, and values, highly questionable and improbable.  Assets classified as loss are those considered uncollectible and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted.  Those assets classified as substandard, doubtful or loss are considered adversely classified.

If a loan is adversely classified, an updated estimate of collateral value is obtained through an appraisal, where practical.  In instances where we have not taken possession of the property or do not otherwise have access to the premises and therefore cannot obtain a complete appraisal, an estimated value of the property is obtained based primarily on a drive-by inspection and a comparison of the property securing the loan with similar properties in the area, by either a licensed appraiser or real estate broker for one-to-four family properties.  For multi-family and commercial real estate properties, we estimate the collateral value based on an internal cash flow analysis when current financial information is available, coupled with, in most cases, an inspection of the property.  In circumstances for which we have determined that repayment of the loan will be based solely on the collateral and the unpaid balance of the loan is greater than the estimated fair value of such collateral, a specific valuation allowance is established for the difference between the carrying value and the fair value less estimated selling costs.

Impaired Loans

A loan is generally deemed impaired when it is probable we will be unable to collect both principal and interest due according to the contractual terms of the loan agreement.  Loans we individually classify as impaired include multi-family mortgage loans, commercial real estate loans and construction loans with balances of over $1.0 million which have been classified by our Asset Review Department as either substandard-3 (our lowest substandard category) or doubtful, certain loans modified in a troubled debt restructuring and mortgage loans where a portion of the outstanding principal has been charged-off.  A valuation allowance is established when the current estimated fair value of the property that collateralizes the impaired loan, if any, is less than the recorded investment in the loan.  Our impaired loans at December 31, 2008, net of their related allowance for loan losses of $7.5 million, totaled $53.1 million.  Interest income recognized on impaired loans amounted to $1.1 million for the year ended December 31, 2008.  For further detail on our impaired loans, see Note 1 and Note 4 of Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data.”

Allowance for Loan Losses

For a discussion of our accounting policy related to the allowance for loan losses, see “Critical Accounting Policies-Allowance for Loan Losses” in Item 7, “MD&A.”

In addition to the requirements of U.S. generally accepted accounting principles, or GAAP, related to loss contingencies, a federally chartered savings association’s determination as to the classification of its assets and the amount of its valuation allowances is subject to review by the Office of Thrift Supervision, or OTS.  The OTS, in conjunction with the other federal banking agencies, provides guidance for financial institutions on both the responsibilities of management for the assessment and establishment of adequate valuation allowances and guidance for banking agency examiners to use in determining the adequacy of valuation allowances.  It is required that all institutions have effective systems and controls to identify, monitor and address asset quality problems, analyze all significant factors that affect the collectibility of the portfolio in a reasonable manner and establish acceptable allowance evaluation processes that meet the objectives of the federal regulatory agencies.  While we believe that the allowance for loan losses has been established and maintained at adequate levels, future adjustments may be necessary if economic or other conditions differ substantially from the conditions used in making our estimates at December 31, 2008.  In addition, there can be no assurance that the OTS or other regulators, as a result of reviewing our loan portfolio and/or allowance, will not request that we alter our allowance for loan losses, thereby affecting our financial condition and earnings.

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Investment Activities

General

Our investment policy is designed to complement our lending activities, generate a favorable return without incurring undue interest rate and credit risk, enable us to manage the interest rate sensitivity of our overall assets and liabilities and provide and maintain liquidity, primarily through cash flow.  In establishing our investment strategies, we consider our business and growth plans, the economic environment, our interest rate sensitivity position, the types of securities held and other factors.  At December 31, 2008, our securities portfolio totaled $4.04 billion, or 18.4% of total assets.

Federally chartered savings associations have authority to invest in various types of assets, including U.S. Treasury obligations; securities of government agencies and GSEs; mortgage-backed securities, including collateralized mortgage obligations, or CMOs, and real estate mortgage investment conduits, or REMICs; certain certificates of deposit of insured banks and federally chartered savings associations; certain bankers acceptances; and, subject to certain limits, corporate securities, commercial paper and mutual funds.  Our investment policy also permits us to invest in certain derivative financial instruments.  We do not use derivatives for trading purposes.

Securities

Our securities portfolio is comprised primarily of mortgage-backed securities.  At December 31, 2008, our mortgage-backed securities totaled $4.03 billion, or 99.8% of total securities, of which $3.99 billion, or 98.8% of total securities, were REMIC and CMO securities, substantially all of which had fixed rates.  Of the REMIC and CMO securities portfolio, $3.77 billion, or 94.5%, are guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae as issuer.  The balance of this portfolio is comprised of privately issued securities, substantially all of which have a credit rating of AAA.  In addition to our REMIC and CMO securities, at December 31, 2008, we had $42.2 million, or 1.0% of total securities, in mortgage-backed pass-through certificates guaranteed by either Fannie Mae, Freddie Mac or Ginnie Mae.  These securities provide liquidity, collateral for borrowings and minimal credit risk while providing appropriate returns and are an attractive alternative to other investments due to the wide variety of maturity and repayment options available.

Mortgage-backed securities generally yield less than the loans that underlie such securities because of the cost of payment guarantees or credit enhancements that reduce credit risk.  However, mortgage-backed securities are more liquid than individual mortgage loans and more easily used to collateralize our borrowings.  In general, our mortgage-backed securities are weighted at no more than 20% for OTS risk-based capital purposes, compared to the 50% risk weighting assigned to most non-securitized one-to-four family mortgage loans.  While our mortgage-backed securities carry a reduced credit risk compared to our whole loans, they, along with whole loans, remain subject to the risk of a fluctuating interest rate environment.  Changes in interest rates affect both the prepayment rate and estimated fair value of mortgage-backed securities and mortgage loans.

In addition to mortgage-backed securities, at December 31, 2008, we had $6.8 million of other securities, consisting of obligations of states and political subdivisions and Freddie Mac preferred stock, some of which, by their terms, may be called by the issuer, typically after the passage of a fixed period of time.  At December 31, 2008, the amortized cost of callable securities totaled $5.3 million.  Securities called during the year ended December 31, 2008 totaled $500,000.

At December 31, 2008, our securities available-for-sale totaled $1.39 billion and our securities held-to-maturity totaled $2.65 billion.  For further discussion of our securities portfolio, see the tables on pages 16, 17 and 18, Item 7, “MD&A,” and Note 1 and Note 3 of Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data.”

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As a member of the Federal Home Loan Bank, or FHLB, of New York, or FHLB-NY, Astoria Federal is required to maintain a specified investment in the capital stock of the FHLB-NY. See “Regulation and Supervision - Federal Home Loan Bank System.”

Repurchase Agreements

We invest in various money market instruments, including repurchase agreements (securities purchased under agreements to resell) and overnight and term federal funds, although at December 31, 2008 and 2007 we had no investments in federal funds sold.  Money market instruments are used to invest our available funds resulting from cash flow and to help satisfy liquidity needs.  For further discussion of our repurchase agreements, see Note 1 and Note 2 of Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data.”

Securities Portfolio

The following table sets forth the composition of our available-for-sale and held-to-maturity securities portfolios at their respective carrying values in dollar amounts and in percentages of the portfolios at the dates indicated.  Our available-for-sale securities portfolio is carried at estimated fair value and our held-to-maturity securities portfolio is carried at amortized cost.

	At December 31,
	2008					2007					2006
(Dollars in Thousands)	Amount		Percent of Total			Amount		Percent of Total			Amount		Percent of Total
Securities available-for-sale:
Mortgage-backed securities:
REMICs and CMOs:
GSE issuance	$	1,319,176		94.88	%	$	1,138,139		86.67	%	$	1,315,254		84.29	%
Non-GSE issuance		29,440		2.12			38,381		2.92			47,905		3.07
GSE pass-through certificates		40,666		2.92			53,202		4.05			65,956		4.23
Freddie Mac preferred stock		1,132		0.08			82,996		6.32			109,900		7.04
Other securities		26		-			588		0.04			21,310		1.37
Total securities available-for-sale	$	1,390,440		100.00	%	$	1,313,306		100.00	%	$	1,560,325		100.00	%
Securities held-to-maturity:
Mortgage-backed securities:
REMICs and CMOs:
GSE issuance	$	2,451,155		92.61	%	$	2,822,089		92.30	%	$	3,474,662		91.94	%
Non-GSE issuance		188,473		7.12			227,278		7.43			283,017		7.49
GSE pass-through certificates		1,558		0.06			2,108		0.07			3,484		0.09
Obligations of states and political subdivisions and corporate debt securities		5,676		0.21			6,069		0.20			18,193		0.48
Total securities held-to-maturity	$	2,646,862		100.00	%	$	3,057,544		100.00	%	$	3,779,356		100.00	%

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The table below sets forth certain information regarding the amortized costs, estimated fair values, weighted average yields and contractual maturities of our repurchase agreements, FHLB-NY stock, securities available-for-sale and securities held-to-maturity at December 31, 2008 and does not reflect the effect of prepayments or scheduled principal amortization on our REMICs, CMOs and pass-through certificates.

	Within One Year					One to Five Years					Five to Ten Years					Over Ten Years					Total Securities
			Weighted					Weighted					Weighted					Weighted					Estimated		Weighted
	Amortized		Average			Amortized		Average			Amortized		Average			Amortized		Average			Amortized		Fair		Average
(Dollars in Thousands)	Cost		Yield			Cost		Yield			Cost		Yield			Cost		Yield			Cost		Value		Yield
Repurchase agreements	$	24,060		0.05	%	$	-		-	%	$	-		-	%	$	-		-	%	$	24,060	$	24,060		0.05	%
FHLB-NY stock (1)(2)	$	-		-	%	$	-		-	%	$	-		-	%	$	211,900		1.09	%	$	211,900	$	211,900		1.09	%
Securities available-for-sale:
REMICs and CMOs:
GSE issuance	$	-		-	%	$	-		-	%	$	99,111		4.28	%	$	1,224,893		4.26	%	$	1,324,004	$	1,319,176		4.26	%
Non-GSE issuance		-		-			-		-			31,753		3.42			2,042		3.53			33,795		29,440		3.43
GSE pass-through certificates		-		-			197		7.51			10,390		6.78			29,796		5.20			40,383		40,666		5.62
Freddie Mac preferred stock (1)(3)		-		-			-		-			-		-			5,300		-			5,300		1,132		-
Other securities (1)(3)		-		-			25		4.70			-		-			15		-			40		26		2.94
Total securities available-for-sale	$	-		-	%	$	222		7.19	%	$	141,254		4.27	%	$	1,262,046		4.26	%	$	1,403,522	$	1,390,440		4.26	%
Securities held-to-maturity:
REMICs and CMOs:
GSE issuance	$	-		-	%	$	-		-	%	$	186,247		4.62	%	$	2,264,908		4.48	%	$	2,451,155	$	2,465,074		4.49	%
Non-GSE issuance		-		-			-		-			28,816		4.57			159,657		4.40			188,473		171,586		4.43
GSE pass-through certificates		13		9.53			783		6.13			676		8.70			86		9.53			1,558		1,619		7.46
Obligations of states and political subdivisions		-		-			-		-			5,676		6.50			-		-			5,676		5,676		6.50
Total securities held-to-maturity	$	13		9.53	%	$	783		6.13	%	$	221,415		4.67	%	$	2,424,651		4.48	%	$	2,646,862	$	2,643,955		4.50	%

(1)  Equity securities have no stated maturities and are therefore classified in the over ten years category.

(2) The carrying amount of FHLB-NY stock equals cost.  The weighted average yield represents the 2008 fourth quarter annualized dividend rate declared by the FHLB-NY in January 2009.

(3)  The weighted average yield of Freddie Mac preferred stock and Fannie Mae common stock, included in other securities, reflects the Federal Housing Finance Agency decision to suspend dividend payments indefinitely.

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The following table sets forth the aggregate amortized cost and estimated fair value of our securities, substantially all of which are mortgage-backed securities, where the aggregate amortized cost of securities from a single issuer exceeds ten percent of our stockholders’ equity at December 31, 2008.

(In Thousands)	Amortized Cost		Estimated Fair Value
Freddie Mac	$	2,347,304	$	2,355,511
Fannie Mae		1,370,755		1,367,153
FHLB-NY stock		211,900		211,900

Sources of Funds

General

Our primary source of funds is the cash flow provided by our investing activities, including principal and interest payments on loans and securities.  Our other sources of funds are provided by operating activities (primarily net income) and financing activities, including deposits and borrowings.

Deposits

We offer a variety of deposit accounts with a range of interest rates and terms.  We presently offer passbook and statement savings accounts, money market accounts, NOW and demand deposit accounts, Liquid certificates of deposit, or Liquid CDs, and certificates of deposit, which include all time deposits other than Liquid CDs.  Liquid CDs have maturities of three months, require the maintenance of a minimum balance and allow depositors the ability to make periodic deposits to and withdrawals from their account.  We consider Liquid CDs as part of our core deposits, along with savings accounts, money market accounts and NOW and demand deposit accounts, due to their depositor flexibility.  At December 31, 2008, our deposits totaled $13.48 billion.  Of the total deposit balance, $1.61 billion, or 12.0%, represent Individual Retirement Accounts.  We held no brokered deposits at December 31, 2008.

The flow of deposits is influenced significantly by general economic conditions, changes in prevailing interest rates, pricing of deposits and competition.  Our deposits are primarily obtained from areas surrounding our banking offices.  We rely primarily on our sales and marketing efforts,including print advertising, competitive rates, quality service, our PEAK Process, new products and long-standing customer relationships to attract and retain these deposits.  When we determine the levels of our deposit rates, consideration is given to local competition, yields of U.S. Treasury securities and the rates charged for other sources of funds.  During 2008, we continued to experience intense competition for deposits.  However, we continue to maintain a strong level of core deposits, which has contributed to our low cost of funds.  Core deposits represented 33.9% of total deposits at December 31, 2008.

For further discussion of our deposits, see the following tables, Item 7, “MD&A,” and Note 7 of Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data.”

The following table presents our deposit activity for the years indicated.

	For the Year Ended December 31,
(Dollars in Thousands)	2008			2007			2006
Opening balance	$	13,049,438		$	13,224,024		$	12,810,455
Net deposits (withdrawals)		36,589			(630,625	)		28,799
Interest credited		393,897			456,039			384,770
Ending balance	$	13,479,924		$	13,049,438		$	13,224,024
Net increase (decrease)	$	430,486		$	(174,586	)	$	413,569
Percentage increase (decrease)		3.30	%		(1.32	)%		3.23	%

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The following table sets forth the maturity periods of our certificates of deposit and Liquid CDs in amounts of $100,000 or more at December 31, 2008.

(In Thousands)	Amount
Within three months	$	1,112,304
Three to six months		671,509
Six to twelve months		1,087,744
Over twelve months		614,620
Total	$	3,486,177

The following table sets forth the distribution of our average deposit balances for the periods indicated and the weighted average nominal interest rates for each category of deposit presented.

	For the Year Ended December 31,
	2008								2007								2006
(Dollars in Thousands)	Average Balance		Percent of Total			Weighted Average Nominal Rate			Average Balance		Percent of Total			Weighted Average Nominal Rate			Average Balance		Percent of Total			Weighted Average Nominal Rate
Savings	$	1,863,622		14.26	%		0.40	%	$	2,014,253		15.22	%		0.40	%	$	2,325,346		17.90	%		0.40	%
Money market		311,910		2.39			1.02			379,634		2.87			0.99			536,549		4.13			0.98
NOW		874,862		6.70			0.15			863,679		6.53			0.11			885,456		6.81			0.10
Non-interest bearing NOW and demand deposit		595,540		4.56			-			601,784		4.55			-			614,675		4.73			-
Liquid CDs		1,225,153		9.38			2.96			1,549,774		11.71			4.62			1,092,533		8.41			4.52
Total		4,871,087		37.29			0.99			5,409,124		40.88			1.56			5,454,559		41.98			1.19
Certificates of deposit (1):
Within one year		2,674,913		20.47			3.69			2,064,884		15.60			4.72			1,624,868		12.50			4.28
One to three years		2,601,828		19.92			4.57			2,621,207		19.81			4.70			2,633,517		20.26			3.83
Three to five years		1,393,834		10.67			4.40			1,905,804		14.40			4.23			2,466,044		18.98			4.22
Over five years		17,262		0.13			4.25			14,306		0.11			4.19			22,043		0.17			4.18
Jumbo		1,504,277		11.52			3.87			1,217,566		9.20			4.90			793,368		6.11			4.63
Total		8,192,114		62.71			4.12			7,823,767		59.12			4.62			7,539,840		58.02			4.14
Total deposits	$	13,063,201		100.00	%		2.96	%	$	13,232,891		100.00	%		3.37	%	$	12,994,399		100.00	%		2.90	%

 (1)   Terms indicated are original, not term remaining to maturity.

The following table presents, by rate categories, the remaining periods to maturity of our certificates of deposit and Liquid CDs outstanding at December 31, 2008 and the balances of our certificates of deposit and Liquid CDs outstanding at December 31, 2008, 2007 and 2006.

	Period to maturity from December 31, 2008								At December 31,
(In Thousands)	Within one year		One to two years		Two to three years		Over three years		2008		2007		2006
Certificates of deposit and Liquid CDs:
2.99% or less	$	1,689,042	$	53,030	$	10,585	$	1,478	$	1,754,135	$	115,428	$	145,721
3.00% to 3.99%		3,677,433		560,443		217,564		62,652		4,518,092		829,228		1,612,583
4.00% to 4.99%		1,475,795		746,389		249,132		285,033		2,756,349		4,432,887		4,301,542
5.00% and over		410,850		257,223		121,915		72,519		862,507		3,968,001		3,102,119
Total	$	7,253,120	$	1,617,085	$	599,196	$	421,682	$	9,891,083	$	9,345,544	$	9,161,965

Borrowings

Borrowings are used as a complement to deposit generation as a funding source for asset growth and are an integral part of our IRR management strategy.  We enter into reverse repurchase agreements (securities sold under agreements to repurchase) with nationally recognized primary securities dealers and the FHLB-NY.  Reverse repurchase agreements are accounted for as borrowings and are secured by the securities sold under the agreements.  We also obtain advances from the FHLB-NY which are generally secured by a blanket lien against, among other things, our one-to-four family mortgage loan portfolio and our investment in FHLB-NY stock.  The maximum amount that the FHLB-NY will advance, for purposes other than for meeting withdrawals, fluctuates from time to time in accordance with the policies of the FHLB-NY.  See “Regulation and Supervision - Federal Home Loan Bank System.”  Occasionally, we will

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obtain funds through the issuance of unsecured debt obligations.  These obligations are classified as other borrowings in our consolidated statement of financial condition.  At December 31, 2008, borrowings totaled $6.97 billion.

At December 31, 2008, we had a 12-month commitment for overnight and one month lines of credit with the FHLB-NY totaling $300.0 million, of which $158.0 million was outstanding under the overnight line of credit and is included in total FHLB-NY advances.  The lines of credit expire on July 31, 2009 and are renewable annually.  Both lines of credit are priced at the federal funds rate plus a spread and reprice daily.

Included in our borrowings are various obligations which, by their terms, may be called by the securities dealers and the FHLB-NY.  At December 31, 2008, we had $3.23 billion of borrowings which are callable within one year and at various times thereafter, of which $300.0 million are due in 2010, $125.0 million are due in 2011, $850.0 million are due in 2012 and $1.95 billion have contractual remaining maturities of over five years.

For further information regarding our borrowings, including our borrowings outstanding, average borrowings, maximum borrowings and weighted average interest rates at and for each of the years ended December 31, 2008, 2007 and 2006, see Item 7, “MD&A” and Note 8 of Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data.”

Market Area and Competition

Astoria Federal has been, and continues to be, a community-oriented federally chartered savings association offering a variety of financial services to meet the needs of the communities it serves.  Our retail banking network includes multiple delivery channels including full service banking offices, automated teller machines and telephone and internet banking capabilities.  We consider our strong retail banking network, together with our reputation for financial strength and customer service, as well as our competitive pricing, as our major strengths in attracting and retaining customers in our market areas.

Astoria Federal’s deposit gathering sources are primarily concentrated in the communities surrounding Astoria Federal’s banking offices in Queens, Kings (Brooklyn), Nassau, Suffolk and Westchester counties of New York.  Astoria Federal ranked fourth in deposit market share, with an 8.0% market share, in the Long Island market, which includes the counties of Queens, Kings (Brooklyn), Nassau and Suffolk, based on the annual Federal Deposit Insurance Corporation, or FDIC, “Summary of Deposits - Market Share Report” dated June 30, 2008.

Astoria Federal originates mortgage loans through its banking and loan production offices in New York, through an extensive broker network covering eighteen states and the District of Columbia and through a third party loan origination program covering nineteen states and the District of Columbia.  Our various loan origination programs provide efficient and diverse delivery channels for deployment of our cash flows.  Additionally, our broker and third party loan origination programs provide geographic diversification, reducing our exposure to concentrations of credit risk.  During 2007 and 2008, we reduced the number of states in which we originate and purchase one-to-four family loans due to the advanced economic declines in those markets.

The New York metropolitan area has a high density of financial institutions, a number of which are significantly larger and have greater financial resources than we have.  Additionally, over the past several years, various large out-of-state financial institutions have entered the New York metropolitan area market.  All are our competitors to varying degrees.  Our competition for loans, both locally and nationally, comes principally from mortgage banking companies, commercial banks, savings banks and savings and loan associations.  However, turmoil in the marketplace has resulted in a number of mortgage companies exiting the market which has led to fewer participants, and thus, less competition in mortgage originations, stricter underwriting standards and wider pricing spreads.  We have experienced continued intense competition for deposits during 2008.  Our most direct competition for deposits comes from commercial banks, savings banks, savings and loan associations and credit unions.  We also face competition for deposits from money market mutual funds and other corporate and government securities funds as well as from other financial intermediaries such as brokerage firms and insurance companies.

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Subsidiary Activities

We have two direct wholly-owned subsidiaries, Astoria Federal and AF Insurance Agency, Inc., which are reported on a consolidated basis.  AF Insurance Agency, Inc. is a licensed life insurance agency and property and casualty insurance broker.  Through contractual agreements with various third party marketing organizations, AF Insurance Agency, Inc. makes insurance products available primarily to the customers of Astoria Federal.

We have one other direct subsidiary, Astoria Capital Trust I, which is not consolidated with Astoria Financial Corporation for financial reporting purposes in accordance with FIN 46(R).  Astoria Capital Trust I was formed in 1999 for the purpose of issuing $125.0 million of Capital Securities and $3.9 million of common securities and using the proceeds to acquire $128.9 million of Junior Subordinated Debentures issued by us.  The Junior Subordinated Debentures have an interest rate of 9.75%, mature on November 1, 2029 and are the sole assets of Astoria Capital Trust I.  The Junior Subordinated Debentures are prepayable, in whole or in part, at our option on or after November 1, 2009 at declining premiums to November 1, 2019, after which the Junior Subordinated Debentures are prepayable at par value.  The Capital Securities have the same prepayment provisions as the Junior Subordinated Debentures.  See Note 1 and Note 8 of Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data” for further discussion of Astoria Capital Trust I, the Capital Securities and the Junior Subordinated Debentures.

At December 31, 2008, the following were wholly-owned subsidiaries of Astoria Federal and are reported on a consolidated basis.

AF Agency, Inc. was formed in 1990 and makes various annuity products available to the customers of Astoria Federal through an unaffiliated third party vendor.  Astoria Federal is reimbursed for expenses and administrative services it provides to AF Agency, Inc.  Fees generated by AF Agency, Inc. totaled $11.3 million for the year ended December 31, 2008.

Astoria Federal Savings and Loan Association Revocable Grantor Trust was formed in November 2000 in connection with the establishment of a BOLI program by Astoria Federal.  Premiums paid to purchase BOLI in 2000 and 2002 totaled $350.0 million.  The carrying amount of our investment in BOLI was $401.3 million, or 1.8% of total assets, at December 31, 2008.  See Note 1 of Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data” for further discussion of BOLI.

Astoria Federal Mortgage Corp. is an operating subsidiary through which Astoria Federal engages in lending activities outside the State of New York.

Fidata Service Corp., or Fidata, was incorporated in the State of New York in November 1982. Fidata qualifies as a Connecticut passive investment company, or PIC, and for alternative tax treatment under Article 9A of the New York State Tax Law.  Fidata maintains offices in Norwalk, Connecticut and invests in loans secured by real property which qualify as intangible investments permitted to be held by a Connecticut PIC.  Fidata mortgage loans totaled $6.89 billion at December 31, 2008.

Marcus I Inc. was incorporated in the State of New York in April 2006 and was formed to serve as assignee of certain loans in default and REO properties.  Marcus I Inc. assets totaled $8.3 million at December 31, 2008.

Suffco Service Corporation, or Suffco, serves as document custodian for the loans of Astoria Federal and Fidata and certain loans being serviced for Fannie Mae and other investors.

Astoria Federal has eight additional subsidiaries, one of which is a single purpose entity that has an interest in a real estate investment which is not material to our financial condition, and six of which are inactive and have no assets.  The eighth such subsidiary serves as a holding company for one of the other seven.

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Personnel

As of December 31, 2008, we had 1,464 full-time employees and 221 part-time employees, or 1,575 full time equivalents.  The employees are not represented by a collective bargaining unit and we consider our relationship with our employees to be good.

Regulation and Supervision

General

Astoria Federal is subject to extensive regulation, examination and supervision by the OTS, as its chartering agency, and by the FDIC, as its deposit insurer.  We, as a unitary savings and loan holding company, are regulated, examined and supervised by the OTS.  Astoria Federal is a member of the FHLB-NY and its deposit accounts are insured up to applicable limits by the FDIC under the Deposit Insurance Fund, or DIF.  We and Astoria Federal must file reports with the OTS concerning our activities and financial condition in addition to obtaining regulatory approvals prior to entering into certain transactions, such as mergers with, or acquisitions of, other financial institutions.  The OTS periodically performs safety and soundness examinations of Astoria Federal and us and tests our compliance with various regulatory requirements.  The FDIC reserves the right to do so as well.  The OTS has primary enforcement responsibility over federally chartered savings associations and has substantial discretion to impose enforcement action on an institution that fails to comply with applicable regulatory requirements, particularly with respect to its capital requirements.  In addition, the FDIC has the authority to recommend to the Director of the OTS that enforcement action be taken with respect to a particular federally chartered savings association and, if action is not taken by the Director, the FDIC has authority to take such action under certain circumstances.

This regulation and supervision establishes a comprehensive framework to regulate and control the  activities in which we can engage and is intended primarily for the protection of the DIF and depositors.  The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes.  Any change in such regulation, whether by the OTS, FDIC or Congress, could have a material adverse impact on Astoria Federal and us and our respective operations.

The description of statutory provisions and regulations applicable to federally chartered savings associations and their holding companies and of tax matters set forth in this document does not purport to be a complete description of all such statutes and regulations and their effects on Astoria Federal and us.

Recent Government Actions

The Emergency Economic Stabilization Act of 2008, or EESA, was signed into law on October 3, 2008 and authorizes the U.S. Department of the Treasury, or Treasury, to establish the Troubled Asset Relief Program, or TARP, to purchase certain troubled assets from financial institutions, including banks and thrifts.  Under the TARP, the Treasury may purchase residential and commercial mortgages, and securities, obligations or other instruments based on such mortgages, originated or issued on or before March 14, 2008 that the Secretary of the Treasury determines promotes market stability, as well as any other financial instrument that the Treasury, after consultation with the Chairman of the Board of Governors of the Federal Reserve System, or FRB, determines the purchase of which is necessary to promote market stability.  In the case of a publicly-traded financial institution that sells troubled assets into the TARP, the Treasury must receive a warrant giving the Treasury the right to receive nonvoting common stock or preferred stock in such financial institution, or voting stock with respect to which the Treasury agrees not to exercise voting power, subject to certain de minimis exceptions.  In addition, all financial institutions that sell troubled assets to the TARP and meet certain conditions will also be subject to certain executive compensation restrictions, which differ depending on how the troubled assets are acquired under the TARP.

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Under the TARP, on October 14, 2008, the Treasury announced the Capital Purchase Program, or CPP, to strengthen the capital and liquidity positions of viable institutions and to encourage banks and thrifts to increase lending to creditworthy borrowers.  Under the CPP, qualifying financial institutions are able to sell senior preferred shares to the Treasury, which will qualify as Tier 1 capital for regulatory capital purposes.  The minimum amount of preferred shares that may be issued is equal to 1% of the institution’s risk-weighted assets, and the maximum amount that may be issued is the lesser of $25 billion or 3% of the institution's risk-weighted assets.  The Treasury would also receive warrants to purchase qualifying financial institutions’ common stock with an aggregate market price equal to 15% of the senior preferred investment.  In addition, qualifying financial institutions would also be required to adopt the Treasury’s standards for executive compensation and corporate governance for the period during which the Treasury holds equity issued under this program.

On November 14, 2008, we filed an application with the OTS for the sale of $375.0 million in preferred stock and related warrants to the Treasury under the CPP.  On December 8, 2008, we received preliminary approval from the Treasury for this sale.  We have elected not to participate in the CPP after fully evaluating the related costs and benefits, as well as the potential impact on the long-term value of our shares, taking into account, among other things, our existing capital levels and business plan, the potential dilution and the likely additional regulatory burden associated with the CPP.

In addition to establishing the TARP, the EESA also requires that the Secretary of the Treasury establish a program that will guarantee the principal of, and interest on, troubled assets originated or issued prior to March 14, 2008 in order to help restore liquidity and stability to the financial system.  The Secretary of the Treasury will establish premiums for financial institutions that participate in this program and may provide for variations in such rates in accordance with the credit risk associated with the particular troubled asset being guaranteed.

Federally Chartered Savings Association Regulation

Business Activities

Astoria Federal derives its lending and investment powers from the Home Owners’ Loan Act, as amended, or  HOLA, and the regulations of the OTS thereunder.  Under these laws  and  regulations, Astoria Federal may invest in mortgage loans secured by residential and non-residential real estate, commercial and consumer loans, certain types of debt securities and certain other assets.  Astoria Federal may also establish service corporations that may engage in activities not otherwise permissible for Astoria Federal, including certain real estate equity investments and securities and insurance brokerage activities.  These investment powers are subject to various limitations, including (1) a prohibition against the acquisition of any corporate debt security that is not rated in one of the four highest rating categories, (2) a limit of 400% of an association’s capital on the aggregate amount of loans secured by non-residential real estate property, (3) a limit of 20% of an association’s assets on commercial loans, with the amount of commercial loans in excess of 10% of assets being limited to small business loans, (4) a limit of 35% of an association’s assets on the aggregate amount of consumer loans and acquisitions of certain debt securities, (5) a limit of 5% of assets on non-conforming loans (loans in excess of the specific limitations of HOLA), and (6) a limit of the greater of 5% of assets or an association’s capital on certain construction loans made for the purpose of financing what is or is expected to become residential property.

On October 4, 2006, the OTS and other federal bank regulatory authorities published the Interagency Guidance on Nontraditional Mortgage Product Risks, or the Guidance.  The Guidance describes sound practices for managing risk, as well as marketing, originating and servicing nontraditional mortgage products, which include, among other things, interest-only loans.  The Guidance sets forth supervisory expectations with respect to loan terms and underwriting standards, portfolio and risk management practices and consumer protection.  For example, the Guidance indicates that originating interest-only loans with reduced documentation is considered a layering of risk and that institutions are expected to demonstrate mitigating factors to support their underwriting decision and the borrower’s repayment capacity.  Specifically, the Guidance indicates that a lender may accept a borrower’s statement as to the borrower’s income without obtaining verification only if there are mitigating factors that clearly minimize

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the need for direct verification of repayment capacity and that, for many borrowers, institutions should be able to readily document income.

On December 14, 2006, the OTS published guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices,” or the CRE Guidance, to address concentrations of commercial real estate loans in savings associations.  The CRE Guidance reinforces and enhances the OTS’s existing regulations and guidelines for real estate lending and loan portfolio management, but does not establish specific commercial real estate lending limits.

On June 29, 2007, the OTS and other federal bank regulatory agencies issued a final Statement on Subprime Mortgage Lending, or the Statement, to address the growing concerns facing the subprime mortgage market, particularly with respect to rapidly rising subprime default rates that may indicate borrowers do not have the ability to repay adjustable rate subprime loans originated by financial institutions.  In particular, the agencies expressed concern in the Statement that current underwriting practices do not take into account that many subprime borrowers are not prepared for “payment shock” and that the current subprime lending practices compound risk for financial institutions.  The Statement describes the prudent safety and soundness and consumer protection standards that financial institutions should follow to ensure borrowers obtain loans that they can afford to repay.  These standards include a fully indexed, fully amortized qualification for borrowers and cautions on risk-layering features, including an expectation that stated income and reduced documentation should be accepted only if there are documented mitigating factors that clearly minimize the need for verification of a borrower’s repayment capacity.  Consumer protection standards include clear and balanced product disclosures to customers and limits on prepayment penalties that allow for a reasonable period of time, typically at least 60 days, for borrowers to refinance prior to the expiration of the initial fixed interest rate period without penalty.  The Statement also reinforces the April 17, 2007 Interagency Statement on Working with Mortgage Borrowers, in which the federal bank regulatory agencies encouraged institutions to work constructively with residential borrowers who are financially unable or reasonably expected to be unable to meet their contractual payment obligations on their home loans.  In addition, the Statement referenced expanded guidance issued by the agencies by press release dated January 31, 2001.  According to the expanded guidance, subprime loans are loans to borrowers which display one or more characteristics of reduced payment capacity.  Five specific criteria, which are not intended to be exhaustive and are not meant to define specific parameters for all subprime borrowers and may not match all markets or institutions’ specific subprime definitions, are set forth, including having a credit (FICO) score of 660 or below at the time of origination.  Within our loan portfolio, we have loans to borrowers who had FICO scores of 660 or below at the time of origination.  However, as we are a portfolio lender we review all data contained in borrower credit reports and do not base our underwriting decisions solely on FICO scores.  We believe the aforementioned loans, when made, were amply collateralized and otherwise conformed to our prime lending standards.  These loans are not a material component of our one-to-four family mortgage loan portfolio.

We have evaluated the Guidance, the CRE Guidance and the Statement to determine our compliance and, as necessary, modified our risk management practices, underwriting guidelines and consumer protection standards.  See “Lending Activities – One-to-Four Family Mortgage Lending and Multi-Family and Commercial Real Estate Lending” for a discussion of our loan product offerings and related underwriting standards and “Asset Quality” in Item 7, “MD&A” for information regarding our interest-only and reduced documentation loan portfolio composition.

Capital Requirements

The OTS capital regulations require federally chartered savings associations to meet three minimum capital ratios: a 1.5% tangible capital ratio, a 4% leverage (core) capital ratio and an 8% total risk-based capital ratio.  In assessing an institution’s capital adequacy, the OTS takes into consideration not only these numeric factors but also qualitative factors as well, and has the authority to establish higher capital requirements for individual institutions where necessary.  Astoria Federal, as a matter of prudent management, targets as its goal the maintenance of capital ratios which exceed these minimum requirements and that are consistent with Astoria Federal’s risk profile.  At December 31, 2008, Astoria

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Federal exceeded each of its capital requirements with a tangible capital ratio of 6.39%, leverage capital ratio of 6.39% and total risk-based capital ratio of 12.02%.

The Federal Deposit Insurance Corporation Improvement Act, or FDICIA, requires that the OTS and other federal banking agencies revise their risk-based capital standards, with appropriate transition rules, to ensure that they take into account IRR concentration of risk and the risks of non-traditional activities.  The OTS regulations do not include a specific IRR component of the risk-based capital requirement.  However, the OTS monitors the IRR of individual institutions through a variety of means, including an analysis of the change in net portfolio value, or NPV.  NPV is defined as the net present value of the expected future cash flows of an entity’s assets and liabilities and, therefore, hypothetically represents the value of an institution’s net worth.  The OTS has also used this NPV analysis as part of its evaluation of certain applications or notices submitted by thrift institutions.  In addition, OTS Thrift Bulletin 13a provides guidance on the management of IRR and the responsibility of boards of directors in that area.  The OTS, through its general oversight of the safety and soundness of savings associations, retains the right to impose minimum capital requirements on individual institutions to the extent the institution is not in compliance with certain written guidelines established by the OTS regarding NPV analysis.  The OTS has not imposed any such requirements on Astoria Federal.

Prompt Corrective Regulatory Action

FDICIA established a system of prompt corrective action to resolve the problems of undercapitalized institutions.  Under this system, the banking regulators are required to take certain, and authorized to take other, supervisory actions against undercapitalized institutions, based upon five categories of capitalization which FDICIA created: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized,” and “critically undercapitalized,” the severity of which depends upon the institution’s degree of capitalization.  Generally, a capital restoration plan must be filed with the OTS within 45 days of the date an association receives notice that it is “undercapitalized,” “significantly undercapitalized” or  “critically undercapitalized,” and the plan must be guaranteed by any parent holding company.  In addition, various mandatory supervisory actions become immediately applicable to the institution, including restrictions on growth of assets and other forms of expansion.  Under the OTS regulations, generally, a federally chartered savings association is treated as well capitalized if its total risk-based capital ratio is 10% or greater, its Tier 1 risk-based capital ratio is 6% or greater and its leverage ratio is 5% or greater, and it is not subject to any order or directive by the OTS to meet a specific capital level.  As of December 31, 2008, Astoria Federal was considered “well capitalized” by the OTS, with a total risk-based capital ratio of 12.02%, Tier 1 risk-based capital ratio of 11.07% and leverage ratio of 6.39%.

Insurance of Deposit Accounts

The FDIC merged the Savings Association Insurance Fund and the Bank Insurance Fund to create the DIF on March 31, 2006.  Astoria Federal is a member of the DIF and pays its deposit insurance assessments to the DIF.

Effective January 1, 2007, the FDIC established a new risk-based assessment system for determining the deposit insurance assessments to be paid by insured depository institutions.  Under this new assessment system, the FDIC assigns an institution to one of four risk categories, with the first category having two sub-categories, based on the institution’s most recent supervisory ratings and capital ratios.  Base assessment rates range from two to four basis points for Risk Category I institutions and are seven basis points for Risk Category II institutions, twenty-five basis points for Risk Category III institutions and forty basis points for Risk Category IV institutions.  For institutions within Risk Category I, assessment rates generally depend upon a combination of CAMELS (capital adequacy, asset quality, management, earnings, liquidity, sensitivity to market risk) component ratings and financial ratios, or for large institutions with long-term debt issuer ratings, such as Astoria Federal, assessment rates depend on a combination of long-term debt issuer ratings and CAMELS component ratings.  The FDIC has the flexibility to adjust rates, without further notice-and-comment rulemaking, provided that no such adjustment can be greater than three basis points from one quarter to the next, that adjustments cannot result in rates more than three basis points above or below the base rates and that rates cannot be negative.  Effective January 1, 2007, the FDIC set the assessment rates at three basis points above the base rates.  Therefore, assessment rates

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ranged from five to forty-three basis points of deposits.  As of September 30, 2008, Astoria Federal had an assessment rate of 5.16 basis points.  From 1997 through 2006, under the previous risk-based assessment system, Astoria Federal had an assessment rate of 0 basis points.

The deposit insurance assessment rates are in addition to the assessments for payments on the bonds issued in the late 1980s by the Financing Corporation to recapitalize the now defunct Federal Savings and Loan Insurance Corporation.  The Financing Corporation payments will continue until the bonds mature in 2017 through 2019.  Our expense for these payments totaled $1.5 million in 2008 and $1.6 million in 2007.  The FDIC also established 1.25% of estimated insured deposits as the designated reserve ratio of the DIF.  The FDIC is authorized to change the assessment rates as necessary, subject to the previously discussed limitations, to maintain the designated reserve ratio of 1.25%.

The FDIC also approved a One-Time Assessment Credit to institutions that were in existence on December 31, 1996 and paid deposit insurance assessments prior to that date, or are a successor to such an institution.  Astoria Federal received a $14.0 million One-Time Assessment Credit which was used to offset 100% of the 2007 deposit insurance assessment and 90% of the 2008 deposit insurance assessment, excluding the Financing Corporation payments.  Our remaining credit will offset a portion of our 2009 deposit insurance assessment.  Our expense for FDIC deposit insurance premiums, excluding the Financing Corporation  payments, totaled $702,000 in 2008.

As a result of the recent failures of a number of banks and thrifts, there has been a significant increase in the loss provisions of the DIF of the FDIC.  This has resulted in a decline in the DIF reserve ratio.  Because the DIF reserve ratio declined below 1.15% and is expected to remain below 1.15%, the FDIC was required to establish a restoration plan to restore the reserve ratio to 1.15% within five years.  In order to restore the reserve ratio to 1.15%, the FDIC has adopted a final rule increasing assessment rates uniformly by 7 basis points (annualized) for the first quarter of 2009 and proposed other changes effective for the second quarter of 2009.  Under the proposed plan, beginning with the second quarter of 2009, the initial base assessment rates will range from 10 to 45 basis points depending on an institution’s risk category, with adjustments resulting in increased assessment rates for institutions with a significant reliance on secured liabilities and brokered deposits.  As currently written, the proposal will result in a significant increase in our federal deposit insurance premiums which will have a material impact on our results of operations beginning in 2009.  For further discussion of the FDIC restoration plan and proposal, see Item 1A, “Risk Factors.”

On October 3, 2008, the FDIC announced a temporary increase in deposit insurance from $100,000 to $250,000 per depositor through December 31, 2009, in response to the financial crises affecting the banking system and financial markets.  On November 21, 2008, the FDIC adopted the Temporary Liquidity Guarantee Program, or TLGP, pursuant to its authority to prevent “systemic risk” in the U.S banking system. The TLGP was announced by the FDIC on October 14, 2008 as an initiative to counter the system-wide crisis in the nation’s financial sector.  Under the TLGP the FDIC will (1) guarantee, through the earlier of maturity or June 30, 2012, certain newly issued senior unsecured debt issued by participating institutions on or after October 14, 2008, and before June 30, 2009 under the Debt Guarantee Program and (2) fully insure non-interest bearing transaction deposit accounts held at participating FDIC-insured institutions, through December 31, 2009 under the Transaction Account Guarantee Program.

Eligible institutions were covered under the TLGP at no cost for the first 30 days.  Institutions that did not want to continue to participate in one or both parts of the TLGP were required to notify the FDIC of their election to opt out on or before December 5, 2008.  Institutions that did not opt out are subject to a fee of up to 100 basis points per annum based on the amount of senior unsecured debt issued under the Debt Guarantee Program. Under the Transaction Account Guarantee Program, a 10 basis point surcharge will be added to the institution’s current insurance assessment, quarterly, for balances in non-interest bearing transaction accounts that exceed the existing deposit insurance limit of $250,000.  The TLGP was due to expire in June of 2009, however, on February 10, 2009 the FDIC announced its intention to extend the TLGP through October 2009 for an additional premium.  We elected to participate in the TLGP.

On January 16, 2009, in an effort to further strengthen the financial system and U.S economy, the FDIC announced that it will soon propose rule changes to the TLGP to extend the maturity of the guarantee from

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three to up to 10 years where the debt is supported by collateral and the issuance supports new consumer lending.  Until the details of this extended program are finalized and published, we cannot determine to what extent, if any, we would participate in this program.

Loans to One Borrower

Under the HOLA, savings associations are generally subject to the national bank limits on loans to one borrower.  Generally, savings associations may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of the institution's unimpaired capital and surplus.  Additional amounts may be loaned, not in excess of 10% of unimpaired capital and surplus, if such loans or extensions of credit are secured by readily-marketable collateral.  Astoria Federal is in compliance with applicable loans to one borrower limitations.  At December 31, 2008, Astoria Federal’s largest aggregate amount of loans to one borrower totaled $100.0 million.  All of the loans for the largest borrower were performing in accordance with their terms and the borrower had no affiliation with Astoria Federal.

Qualified Thrift Lender Test

The HOLA requires savings associations to meet a Qualified Thrift Lender, or QTL, test.  Under the QTL test, a savings association is required to maintain at least 65% of its “portfolio assets” (total assets less (1) specified liquid assets up to 20% of total assets, (2) intangibles, including goodwill, and (3) the value of property used to conduct business) in certain “qualified thrift investments” (primarily residential mortgages and related investments, including certain mortgage-backed securities, credit card loans, student loans, and small business loans) on a monthly basis during at least 9 out of every 12 months.  As of December 31, 2008, Astoria Federal maintained in excess of 93% of its portfolio assets in qualified thrift investments and had more than 65% of its portfolio assets in qualified thrift investments for each of the 12 months in the year ended December 31, 2008.  Therefore, Astoria Federal qualified under the QTL test.

A savings association that fails the QTL test and does not convert to a bank charter generally will be prohibited from: (1) engaging in any new activity not permissible for a national bank, (2) paying dividends not permissible under national bank regulations, and (3) establishing any new branch office in a location not permissible for a national bank in the association's home state.  In addition, if the association does not requalify under the QTL test within three years after failing the test, the association would be prohibited from engaging in any activity not permissible for a national bank.

Limitation on Capital Distributions

The OTS regulations impose limitations upon certain capital distributions by savings associations, such as certain cash dividends, payments to repurchase or otherwise acquire its shares, payments to shareholders of another institution in a cash-out merger and other distributions charged against capital.

The OTS regulates all capital distributions by Astoria Federal directly or indirectly to us, including dividend payments.  As the subsidiary of a savings and loan holding company, Astoria Federal must file a notice with the OTS at least 30 days prior to each capital distribution.  However, if the total amount of all capital distributions (including each proposed capital distribution) for the applicable calendar year exceeds net income for that year to date plus the retained net income for the preceding two years, then Astoria Federal must file an application to receive the approval of the OTS for a proposed capital distribution.  During 2008, we were required to file applications with the OTS for proposed capital distributions.

Our ability to pay dividends, service our debt obligations and repurchase our common stock is dependent primarily upon receipt of dividend payments from Astoria Federal.  Astoria Federal may not pay dividends to us if, after paying those dividends, it would fail to meet the required minimum levels under risk-based capital guidelines and the minimum leverage and tangible capital ratio requirements or the OTS notified Astoria Federal that it was in need of more than normal supervision.  Under the Federal Deposit Insurance Act, or FDIA, an insured depository institution such as Astoria Federal is prohibited from making capital distributions, including the payment of dividends, if, after making such distribution, the institution would become “undercapitalized” (as such term is used in the FDIA).  Payment of dividends by Astoria Federal

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also may be restricted at any time at the discretion of the appropriate regulator if it deems the payment to constitute an unsafe and unsound banking practice.

Liquidity

Astoria Federal maintains sufficient liquidity to ensure its safe and sound operation, in accordance with OTS regulations.

Assessments

The OTS charges assessments to recover the costs of examining savings associations and their affiliates.  These assessments are based on three components: the size of the association, on which the basic assessment is based; the association’s supervisory condition, which results in an additional assessment based on a percentage of the basic assessment for any savings institution with a composite rating of 3, 4 or 5 in its most recent safety and soundness examination; and the complexity of the association’s operations, which results in an additional assessment based on a percentage of the basic assessment for any savings association that managed over $1.00 billion in trust assets, serviced for others loans aggregating more than $1.00 billion, or had certain off-balance sheet assets aggregating more than $1.00 billion.  We also pay semi-annual assessments for the holding company.  We paid a total of $3.0 million in assessments for the  year ended December 31, 2008 and $2.9 million for the year ended December 31, 2007.

Branching

OTS regulations authorize federally chartered savings associations to branch nationwide to the extent allowed by federal statute.  This permits federal savings and loan associations with interstate networks to more easily diversify their loan portfolios and lines of business geographically.  OTS authority preempts any state law purporting to regulate branching by federal savings associations.  All of Astoria Federal’s branches are located in New York.

Community Reinvestment

Under the CRA, as implemented by OTS regulations, a federally chartered savings association has a continuing and affirmative obligation, consistent with its safe and sound operation, to ascertain and meet the credit needs of its entire community, including low and moderate income areas.  The CRA does not establish specific lending requirements or programs for financial institutions, nor does it limit an institution's discretion to develop the types of products and services that it believes are best suited to its particular community.  The CRA requires the OTS, in connection with its examination of a federally chartered savings association, to assess the institution's record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution.  The assessment focuses on three tests:  (1) a lending test, to evaluate the institution’s record of making loans, including community development loans, in its designated assessment areas; (2) an investment test, to evaluate the institution’s record of investing in community development projects, affordable housing, and programs benefiting low or moderate income individuals and areas and small businesses; and (3) a service test, to evaluate the institution’s delivery of banking services throughout its CRA assessment area, including low and moderate income areas.  The CRA also requires all institutions to make public disclosure of their CRA ratings.  Astoria Federal has been rated as “outstanding” over its last six CRA examinations.   Regulations require that we publicly disclose certain agreements that are in fulfillment of CRA.  We have no such agreements in place at this time.

Transactions with Related Parties

Astoria Federal is subject to the affiliate and insider transaction rules set forth in Sections 23A, 23B, 22(g) and 22(h) of the Federal Reserve Act, or FRA, Regulation W issued by the FRB as well as additional limitations as adopted by the Director of the OTS.  OTS regulations regarding transactions with affiliates conform to Regulation W.  These provisions, among other things, prohibit, limit or place restrictions upon a savings institution extending credit to, or entering into certain transactions with, its affiliates (which for Astoria Federal would include us and our non-federally chartered savings association subsidiaries, if any),

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principal stockholders, directors and executive officers.  In addition, the OTS regulations include additional restrictions on savings associations under Section 11 of HOLA, including provisions prohibiting a savings association from making a loan to an affiliate that is engaged in non-bank holding company activities and provisions prohibiting a savings association from purchasing or investing in securities issued by an affiliate that is not a subsidiary.  The OTS regulations also include certain specific exemptions from these prohibitions.  The FRB and the OTS require each depository institution that is subject to Sections 23A and 23B to implement policies and procedures to ensure compliance with Regulation W and the OTS regulations regarding transactions with affiliates.

Section 402 of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley, prohibits the extension of personal loans to directors and executive officers of issuers (as defined in Sarbanes-Oxley).  The prohibition, however, does not apply to loans advanced by an insured depository institution, such as Astoria Federal, that is subject to the insider lending restrictions of Section 22(h) of the FRA.

Standards for Safety and Soundness

Pursuant to the requirements of FDICIA, as amended by the Riegle Community Development and Regulatory Improvement Act of 1994, the OTS, together with the other federal bank regulatory agencies, adopted guidelines establishing general standards relating to internal controls, information systems, internal audit systems, loan documentation, credit underwriting, IRR exposure, asset growth, asset quality, earnings, compensation, fees and benefits.  In general, the guidelines require, among other things, appropriate systems and practices to identify and manage the risks and exposures specified in the guidelines.  The guidelines prohibit excessive compensation as an unsafe and unsound practice and describe compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer, employee, director or principal shareholder.  In addition, the OTS adopted regulations pursuant to FDICIA to require a savings association that is given notice by the OTS that it is not satisfying any of such safety and soundness standards to submit a compliance plan to the OTS.  If, after being so notified, a savings association fails to submit an acceptable compliance plan or fails in any material respect to implement an accepted compliance plan, the OTS must issue an order directing corrective actions and may issue an order directing other actions of the types to which a significantly undercapitalized institution is subject under the “prompt corrective action” provisions of FDICIA.  If a savings association fails to comply with such an order, the OTS may seek to enforce such order in judicial proceedings and to impose civil money penalties.  For further discussion, see “Regulation and Supervision - Federally Chartered Savings Association Regulation - Prompt Corrective Regulatory Action.”

Insurance Activities

Astoria Federal is generally permitted to engage in certain insurance activities through its subsidiaries.  However, Astoria Federal is subject to regulations prohibiting depository institutions from conditioning the extension of credit to individuals upon either the purchase of an insurance product or annuity or an agreement by the consumer not to purchase an insurance product or annuity from an entity that is not affiliated with the depository institution.  The regulations also require prior disclosure of this prohibition to potential insurance product or annuity customers.

Privacy Protection

Astoria Federal is subject to OTS regulations implementing the privacy protection provisions of the Gramm-Leach Bliley Act, or Gramm-Leach. These regulations require Astoria Federal to disclose its privacy policy, including identifying with whom it shares “nonpublic personal information,” to customers at the time of establishing the customer relationship and annually thereafter.  The regulations also require Astoria Federal to provide its customers with initial and annual notices that accurately reflect its privacy policies and practices.  In addition, to the extent its sharing of such information is not covered by an exception, Astoria Federal is required to provide its customers with the ability to “opt-out” of having Astoria Federal share their nonpublic personal information with unaffiliated third parties.

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Astoria Federal is subject to regulatory guidelines establishing standards for safeguarding customer information.  These regulations implement certain provisions of Gramm-Leach.  The guidelines describe the agencies’ expectations for the creation, implementation and maintenance of an information security program, which would include administrative, technical and physical safeguards appropriate to the size and complexity of the institution and the nature and scope of its activities.  The standards set forth in the guidelines are intended to ensure the security and confidentiality of customer records and information, protect against any anticipated threats or hazards to the security or integrity of such records and protect against unauthorized access to or use of such records or information that could result in substantial harm or inconvenience to any customer.

Anti-Money Laundering and Customer Identification

Astoria Federal is subject to OTS regulations implementing the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, or the USA PATRIOT Act.  The USA PATRIOT Act gives the federal government powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing and broadened anti-money laundering requirements.  By way of amendments to the Bank Secrecy Act, Title III of the USA PATRIOT Act takes measures intended to encourage information sharing among bank regulatory agencies and law enforcement bodies.  Further, certain provisions of Title III impose affirmative obligations on a broad range of financial institutions, including banks, thrifts, brokers, dealers, credit unions, money transfer agents and parties registered under the Commodity Exchange Act.

Among other requirements, Title III of the USA PATRIOT Act and the related OTS regulations impose the following requirements with respect to financial institutions:

• Establishment of anti-money laundering programs.

• Establishment of a program specifying procedures for obtaining identifying information from customers seeking to open new accounts, including verifying the identity of customers within a reasonable period of time.

• Establishment of enhanced due diligence policies, procedures and controls designed to detect and report money laundering.

• Prohibition on correspondent accounts for foreign shell banks and compliance with recordkeeping obligations with respect to correspondent accounts of foreign banks.

In addition, bank regulators are directed to consider a holding company’s effectiveness in combating money laundering when ruling on FRA and Bank Merger Act applications.

Federal Home Loan Bank System

Astoria Federal is a member of the FHLB System which consists of 12 regional FHLBs. The FHLB provides a central credit facility primarily for member institutions.  Astoria Federal, as a member of the FHLB-NY, is currently required to acquire and hold shares of the FHLB-NY Class B stock.  The Class B stock has a par value of $100 per share and is redeemable upon five years notice, subject to certain conditions.  The Class B stock has two subclasses, one for membership stock purchase requirements and the other for activity-based stock purchase requirements.  The minimum stock investment requirement in the FHLB-NY Class B stock is the sum of the membership stock purchase requirement, determined on an annual basis at the end of each calendar year, and the activity-based stock purchase requirement, determined on a daily basis.  For Astoria Federal, the membership stock purchase requirement is 0.2% of the Mortgage-Related Assets, as defined by the FHLB-NY, which consists principally of residential mortgage loans and mortgage-backed securities including CMOs and REMICs, held by Astoria Federal.  The activity-based stock purchase requirement for Astoria Federal is equal to the sum of: (1) 4.5% of outstanding borrowings from the FHLB-NY; (2) 4.5% of the outstanding principal balance of Acquired Member Assets, as defined by the FHLB-NY, and delivery commitments for Acquired Member Assets; (3) a specified dollar amount related to certain off-balance sheet items, which for Astoria Federal is zero; and (4) a specified percentage ranging from 0 to 5% of the carrying value on the FHLB-NY’s balance sheet of derivative contracts between the FHLB-NY and its members, which for Astoria Federal is also zero.  The

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FHLB-NY can adjust the specified percentages and dollar amount from time to time within the ranges established by the FHLB-NY capital plan.

Astoria Federal was in compliance with the FHLB-NY minimum stock investment requirements with an investment in FHLB-NY stock at December 31, 2008 of $211.9 million.  Dividends from the FHLB-NY to Astoria Federal amounted to $13.1 million for the year ended December 31, 2008, $11.6 million for the year ended December 31, 2007 and $7.8 million for the year ended December 31, 2006.  We anticipate a reduction in dividend income on FHLB-NY stock in 2009.  On January 22, 2009, the FHLB-NY declared an initial dividend to be paid to member financial institutions on January 30, 2009 at the rate of 1.09% (annualized), with consideration of a supplement to that dividend after the FHLB-NY completes its other-than-temporary impairment, or OTTI, review of its securities portfolio.

Federal Reserve System

FRB regulations require federally chartered savings associations to maintain non-interest-earning cash reserves against their transaction accounts (primarily NOW and demand deposit accounts).  A reserve of 3% is to be maintained against aggregate transaction accounts between $10.3 million and $44.4 million (subject to adjustment by the FRB) plus a reserve of 10% (subject to adjustment by the FRB between 8% and 14%) against that portion of total transaction accounts in excess of $44.4 million.  The first $10.3 million of otherwise reservable balances (subject to adjustment by the FRB) is exempt from the reserve requirements. Astoria Federal is in compliance with the foregoing requirements.  Since required reserves must be maintained in the form of either vault cash, a non-interest-bearing account at a Federal Reserve Bank or a pass-through account as defined by the FRB, the effect of this reserve requirement is to reduce Astoria Federal's interest-earning assets.  FHLB System members are also authorized to borrow from the Federal Reserve “discount window,” but FRB regulations require institutions to exhaust all FHLB sources before borrowing from a Federal Reserve Bank.

Pursuant to the EESA, the FRB announced on October 6, 2008, that the Federal Reserve Banks will begin to pay interest on depository institutions’ required and excess reserve balances.  Paying interest on required reserve balances should essentially eliminate the opportunity cost of holding required reserves, promoting efficiency in the banking sector.  The interest rate paid on required reserve balances is currently the average target federal funds rate over the reserve maintenance period. The rate on excess balances will be set equal to the lowest target federal funds rate in effect during the reserve maintenance period.  The payment of interest on excess reserves will permit the Federal Reserve to expand its balance sheet as necessary to provide the liquidity necessary to support financial stability.

Holding Company Regulation

We are a unitary savings and loan association holding company within the meaning of the HOLA.  As such, we are registered with the OTS and are subject to the OTS regulations, examinations, supervision and reporting requirements.  In addition, the OTS has enforcement authority over us and our savings association subsidiary.  Among other things, this authority permits the OTS to restrict or prohibit activities that are determined to be a serious risk to the subsidiary savings association.

Gramm-Leach also restricts the powers of new unitary savings and loan association holding companies. Unitary savings and loan association holding companies that are “grandfathered,” i.e., unitary savings and loan association holding companies in existence or with applications filed with the OTS on or before May 4, 1999, such as us, retain their authority under the prior law.  All other unitary savings and loan association holding companies are limited to financially related activities permissible for bank holding companies, as defined under Gramm-Leach.  Gramm-Leach also prohibits non-financial companies from acquiring grandfathered unitary savings and loan association holding companies.

The HOLA prohibits a savings and loan association holding company (directly or indirectly, or through one or more subsidiaries) from acquiring another savings association or holding company thereof without prior written approval of the OTS; acquiring or retaining, with certain exceptions, more than 5% of a non-subsidiary savings association, a non-subsidiary holding company, or a non-subsidiary company engaged in activities other than those permitted by the HOLA; or acquiring or retaining control of a depository

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institution that is not federally insured.  In evaluating applications by holding companies to acquire savings associations, the OTS must consider the financial and managerial resources and future prospects of the company and institution involved, the effect of the acquisition on the risk to the DIF, the convenience and needs of the community and competitive factors.

Federal Securities Laws

We are subject to the periodic reporting, proxy solicitation, tender offer, insider trading restrictions and other requirements under the Exchange Act.

Delaware Corporation Law

We are incorporated under the laws of the State of Delaware.  Thus, we are subject to regulation by the State of Delaware and the rights of our shareholders are governed by the Delaware General Corporation Law.

Federal Taxation

General

We report our income on a calendar year basis using the accrual method of accounting and are subject to federal income taxation in the same manner as other corporations.

Corporate Alternative Minimum Tax

In addition to the regular income tax, corporations (including savings and loan associations) generally are subject to an alternative minimum tax, or AMT, in an amount equal to 20% of alternative minimum taxable income to the extent the AMT exceeds the corporation's regular tax.  The AMT is available as a credit against future regular income tax.  We do not expect to be subject to the AMT for federal tax purposes.

Tax Bad Debt Reserves

Effective 1996, federal tax legislation modified the methods by which a thrift computes its bad debt deduction.  As a result, Astoria Federal is required to claim a deduction equal to its actual loan loss experience, and the “reserve method” is no longer available.  Any cumulative reserve additions (i.e., bad debt deductions) in excess of actual loss experience for tax years 1988 through 1995 were recaptured over a six year period.  Generally, reserve balances as of December 31, 1987 will only be subject to recapture upon distribution of such reserves to shareholders.  For further discussion of bad debt reserves, see “Distributions.”

Distributions

To the extent that Astoria Federal makes “nondividend distributions” to shareholders, such distributions will be considered to result in distributions from Astoria Federal’s “base year reserve,” (i.e., its tax bad debt reserve as of December 31, 1987), to the extent thereof, and then from its supplemental tax-basis reserve for losses on loans, and an amount based on the amount distributed will be included in Astoria Federal’s taxable income.  Nondividend distributions include distributions in excess of Astoria Federal’s current and accumulated earnings and profits, as calculated for federal income tax purposes, distributions in redemption of stock and distributions in partial or complete liquidation.  However, dividends paid out of Astoria Federal’s current or accumulated earnings and profits will not constitute nondividend distributions and, therefore, will not be included in Astoria Federal’s taxable income.

The amount of additional taxable income created from a nondividend distribution is an amount that, when reduced by the tax attributable to the income, is equal to the amount of the distribution. Thus, approximately one and one-half times the nondividend distribution would be includable in gross income for federal income tax purposes, assuming a 35% federal corporate income tax rate.

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Dividends Received Deduction and Other Matters

We may exclude from our income 100% of dividends received from Astoria Federal as a member of the same affiliated group of corporations.  The corporate dividends received deduction is generally 70% in the case of dividends received from unaffiliated corporations with which we will not file a consolidated tax return, except that if we own more than 20% of the stock of a corporation distributing a dividend, 80% of any dividends received may be deducted.

Change in Tax Treatment of Fannie Mae and Freddie Mac Preferred Stock

Section 301 of the EESA changes the tax treatment of gains or losses from the sale or exchange of Fannie Mae or Freddie Mac preferred stock by an “applicable financial institution,” such as Astoria Federal, by stating that a gain or loss on Fannie Mae or Freddie Mac preferred stock shall be treated as ordinary gain or loss instead of capital gain or loss, as was previously the case.  This change, which was enacted in the 2008 fourth quarter, provides tax relief to banking organizations that have suffered losses on certain direct and indirect investments in Fannie Mae and Freddie Mac preferred stock.  As a result, we were able to recognize the tax effects of the OTTI charge on our investment in Freddie Mac preferred stock as an ordinary loss in our financial statements for the year ended December 31, 2008.

State and Local Taxation

The following is a general discussion of taxation in New York State and New York City, which are the two principal tax jurisdictions affecting our operations.

New York State Taxation

New York State imposes an annual franchise tax on banking corporations, based on net income allocable to New York State, at a rate of 7.1%.  If, however, the application of an alternative minimum tax (based on taxable assets allocated to New York, “alternative” net income, or a flat minimum fee) results in a greater tax, an alternative minimum tax will be imposed.  We were subject to the alternative minimum tax for New York State for the year ended December 31, 2008.  In addition, New York State imposes a tax surcharge of 17.0% of the New York State Franchise Tax, calculated using an annual franchise tax rate of 9.0% (which represents the 2000 annual franchise tax rate), allocable to business activities carried on in the Metropolitan Commuter Transportation District.  These taxes apply to us, Astoria Federal and certain of Astoria Federal’s subsidiaries.  Certain other subsidiaries are subject to a general business corporation tax in lieu of the tax on banking corporations or are subject to taxes of other jurisdictions.  The rules regarding the determination of net income allocated to New York State and alternative minimum taxes differ for these subsidiaries.

New York State passed legislation that incorporated the former provisions of Internal Revenue Code, or IRC, Section 593 into New York State tax law.  The impact of this legislation enabled Astoria Federal to defer the recapture of the New York State tax bad debt reserves that would have otherwise occurred as a result of the federal amendment to IRC Section 593.  The legislation also enabled Astoria Federal to continue to utilize the reserve method for computing its bad debt deduction.  Astoria Federal must meet certain definitional tests, primarily relating to its assets and the nature of its business to be a qualifying thrift and would then be permitted to establish a reserve for bad debts and to make annual additions thereto, which additions may, within specified formula limits, be deducted in arriving at its taxable income.  Astoria Federal will be a qualifying thrift if, among other requirements, at least 60% of its assets are assets described in Section 1453(h)(1) of the New York State tax law, or the 60% Test.

Astoria Federal presently satisfies the 60% Test.  Although there can be no assurance that Astoria Federal will satisfy the 60% Test in the future, we believe that this level of qualifying assets can be maintained by Astoria Federal.  Astoria Federal’s deduction for additions to its bad debt reserve with respect to qualifying loans may be computed using the experience method or a percentage equal to 32% of Astoria Federal’s taxable income, computed with certain modifications, without regard to Astoria Federal’s actual loan loss experience, and reduced by the amount of any addition permitted to the reserve for non-qualifying loans,

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or NYS Percentage of Taxable Income Method.  Astoria Federal’s deduction with respect to non-qualifying loans must be computed under the experience method which is based on its actual loan loss experience.

Under the experience method, the amount of a reasonable addition, in general, equals the amount necessary to increase the balance of the bad debt reserve at the close of the taxable year to the greater of (1) the amount that bears the same ratio to loans outstanding at the close of the taxable year as the total net bad debts sustained during the current and five preceding taxable years bears to the sum of the loans outstanding at the close of those six years, or (2) the balance of the bad debt reserve at the close of the base year (assuming that the loans outstanding have not declined since then).  The “base year” for these purposes is the last taxable year beginning before the NYS Percentage of Taxable Income Method bad debt deduction was taken.  Any deduction for the addition to the reserve for non-qualifying loans reduces the addition to the reserve for qualifying real property loans calculated under the NYS Percentage of Taxable Income Method.  Each year Astoria Federal reviews the most favorable way to calculate the deduction attributable to an addition to the bad debt reserve.  The experience method was used for the year ended December 31, 2008.

The amount of the addition to the reserve for losses on qualifying real property loans under the NYS Percentage of Taxable Income Method cannot exceed the amount necessary to increase the balance of the reserve for losses on qualifying real property loans at the close of the taxable year to 6% of the balance of the qualifying real property loans outstanding at the end of the taxable year.  Also, if the qualifying thrift uses the NYS Percentage of Taxable Income Method, then the qualifying thrift’s aggregate addition to its reserve for losses on qualifying real property loans cannot, when added to the addition to the reserve for losses on non-qualifying loans, exceed the amount by which 12% of the amount that the total deposits or withdrawable accounts of depositors of the qualifying thrift at the close of the taxable year exceeded the sum of the qualifying thrift’s surplus, undivided profits and reserves at the beginning of such year.

Fidata qualifies for alternative tax treatment under Article 9A of the New York State tax law as a Connecticut PIC.  Fidata maintains an office in Norwalk, Connecticut and invests in loans secured by real property.  Such loans constitute intangible investments permitted to be held by a Connecticut PIC.

New York City Taxation

Astoria Federal is also subject to the New York City Financial Corporation Tax calculated, subject to a New York City income and expense allocation, on a similar basis as the New York State Franchise Tax.  New York City has enacted legislation regarding the use and treatment of tax bad debt reserves that is substantially similar to the New York State legislation described above.  A significant portion of Astoria Federal’s entire net income is derived from outside of the New York City jurisdiction which has the effect of significantly reducing the New York City taxable income of Astoria Federal.  We were subject to the alternative minimum tax for New York City (which is similar to the New York State alternative minimum tax) for the year ended December 31, 2008.

ITEM 1A.  RISK FACTORS

The following is a summary of risk factors relevant to our operations which should be carefully reviewed.  These risk factors do not necessarily appear in the order of importance.

Changes in interest rates may reduce our net income.

Our earnings depend largely on the relationship between the yield on our interest-earning assets, primarily our mortgage loans and mortgage-backed securities, and the cost of our deposits and borrowings.  This relationship, known as the interest rate spread, is subject to fluctuation and is affected by economic and competitive factors which influence market interest rates, the volume and mix of interest-earning assets and interest-bearing liabilities and the level of non-performing assets.  Fluctuations in market interest rates affect customer demand for our products and services.  We are subject to IRR to the degree that our interest-bearing liabilities reprice or mature more slowly or more rapidly or on a different basis than our interest-earning assets.

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In addition, the actual amount of time before mortgage loans and mortgage-backed securities are repaid can be significantly impacted by changes in mortgage prepayment rates and market interest rates.  Mortgage prepayment rates will vary due to a number of factors, including the regional economy in the area where the underlying mortgages were originated, seasonal factors, demographic variables and the assumability of the underlying mortgages.  However, the major factors affecting prepayment rates are prevailing interest rates, related mortgage refinancing opportunities and competition.

Some of our borrowings contain features that would allow them to be called prior to their contractual maturity.  This would generally occur during periods of rising interest rates.  If this were to occur, we would need to either renew the borrowings at a potentially higher rate of interest, which would negatively impact our net interest income, or repay such borrowings.  If we sell securities or other assets to fund the repayment of such borrowings, any decline in estimated market value with respect to the securities or assets sold would be realized and could result in a loss upon such sale.

Interest rates do and will continue to fluctuate.  The Federal Open Market Committee, or FOMC, reduced the federal funds rate by 100 basis points during the second half of 2007 and then an additional 400+ basis points during 2008 bringing the target rate to 0.00% to 0.25%.  We cannot predict future FOMC or FRB actions or other factors that will cause rates to change.  No assurance can be given that further changes in interest rates or further increases in mortgage loan prepayments will not have a negative impact on our net interest income, net interest rate spread or net interest margin.

Changes in the fair value of our securities may reduce our stockholders’ equity and net income.

At December 31, 2008, $1.39 billion of our securities were classified as available-for-sale.  The estimated fair value of our available-for-sale securities portfolio may increase or decrease depending on changes in interest rates.  In general, as interest rates rise, the estimated fair value of our fixed rate securities portfolio will decrease.  Our securities portfolio is comprised primarily of fixed rate securities.  We increase or decrease stockholders’ equity by the amount of the change in the unrealized gain or loss (difference between the estimated fair value and the amortized cost) of our available-for-sale securities portfolio, net of the related tax benefit, under the category of accumulated other comprehensive income/loss.  Therefore, a decline in the estimated fair value of this portfolio will result in a decline in reported stockholders’ equity, as well as book value per common share and tangible book value per common share.  This decrease will occur even though the securities are not sold.  In the case of debt securities, if these securities are never sold, the decrease will be recovered over the life of the securities.  In the case of equity securities, such as our Freddie Mac preferred stock, which have no stated maturity, the declines in fair value may or may not be recovered over time.

We conduct a periodic review and evaluation of the securities portfolio to determine if the decline in the fair value of any security below its cost basis is other-than-temporary. Factors which we consider in our analysis include, but are not limited to, the severity and duration of the decline in fair value of the security, the financial condition and near-term prospects of the issuer, whether the decline appears to be related to issuer conditions or general market or industry conditions, our intent and ability to retain the security for a period of time sufficient to allow for any anticipated recovery in fair value and the likelihood of any near-term fair value recovery.   We generally view changes in fair value caused by changes in interest rates as temporary, which is consistent with our experience.  If we deem such decline to be other-than-temporary, the security is written down to a new cost basis and the resulting loss is charged to earnings as a component of non-interest income.

We have, in the past, recorded OTTI charges.  We continue to monitor the fair value of our securities portfolio as part of our ongoing OTTI evaluation process.  No assurance can be given that we will not need to recognize OTTI charges related to securities in the future.

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Declines in the market value of our common stock may have a material effect on the value of our reporting unit which could result in a goodwill impairment charge and adversely affect our results of operations.

At December 31, 2008, the carrying amount of our goodwill totaled $185.2 million.  We performed our annual goodwill impairment test on September 30, 2008 and determined the fair value of our reporting unit to be in excess of its carrying amount.  Accordingly, as of our annual impairment test date, and through December 31, 2008, there was no indication of goodwill impairment.  However, as economic conditions have worsened in our markets, our stock price has declined subsequent to December 31, 2008.  At January 31, 2009, our market capitalization was less than our total stockholders’ equity.  We considered this and other factors in our goodwill impairment analysis as of December 31, 2008.  No assurance can be given that we will not record an impairment loss on goodwill in 2009. However, our tangible capital ratio and Astoria Federal’s regulatory capital ratios would not be affected by this potential non-cash expense since goodwill is not included in these calculations.

Our results of operations are affected by economic conditions in the New York metropolitan area and nationally.

Our retail banking and a significant portion of our lending business (approximately 42% of our one-to-four family and 93% of our multi-family and commercial real estate mortgage loan portfolios at December 31, 2008) are concentrated in the New York metropolitan area, which includes New York, New Jersey and Connecticut.  As a result of this geographic concentration, our results of operations largely depend upon economic conditions in this area, although they also depend on economic conditions in other areas.

We are operating in a challenging and uncertain economic environment, both nationally and locally.  Financial institutions continue to be affected by sharp declines in the real estate market and constrained financial markets.  Continued declines in real estate values, home sales volumes and financial stress on borrowers as a result of the ongoing economic recession, including job losses, could have an adverse effect on our borrowers or their customers, which could adversely affect our financial condition and results of operations.  In addition, decreases in real estate values could adversely affect the value of property used as collateral for our loans.  At December 31, 2008, the average loan-to-value ratio of our mortgage loan portfolio was less than 65% based on current principal balances and original appraised values.  However, no assurance can be given that the original appraised values are reflective of current market conditions as we have experienced significant declines in real estate values in all markets in which we lend.

We have experienced increases in loan delinquencies and charge-offs in 2008.  Our non-performing loans, which are comprised primarily of mortgage loans, increased $170.5 million to $238.6 million, or 1.43% of total loans, at December 31, 2008, from $68.1 million, or 0.42% of total loans, at December 31, 2007.  Our net loan charge-offs totaled $28.9 million for the year ended December 31, 2008 compared to $3.5 million for the year ended December 31, 2007.  Our provision for loan losses totaled $69.0 million for the year ended December 31, 2008, compared to $2.5 million for the year ended December 31, 2007.  As a residential lender, we are particularly vulnerable to the impact of a severe job loss recession.  Significant increases in job losses and unemployment will have a negative impact on the financial condition of residential borrowers and their ability to remain current on their mortgage loans.  A continuation or further deterioration in national and local economic conditions, including an accelerating pace of job losses, particularly in the New York metropolitan area, could have a material adverse impact on the quality of our loan portfolio, which could result in further increases in loan delinquencies, causing a decrease in our interest income as well as an adverse impact on our loan loss experience, causing an increase in our allowance for loan losses and related provision and a decrease in net income.  Such deterioration could also adversely impact the demand for our products and services, and, accordingly, our results of operations.

Strong competition within our market areas could hurt our profits and slow growth.

The New York metropolitan area has a high density of financial institutions, a number of which are significantly larger and have greater financial resources than we have.  Additionally over the past several years, various large out-of-state financial institutions have entered the New York metropolitan area market.

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All are our competitors to varying degrees.  We face intense competition both in making loans and attracting deposits.  Our competition for loans, both locally and nationally, comes principally from mortgage banking companies, commercial banks, savings banks and savings and loan associations.  Our most direct competition for deposits comes from commercial banks, savings banks, savings and loan associations and credit unions.  We also face competition for deposits from money market mutual funds and other corporate and government securities funds as well as from other financial intermediaries such as brokerage firms and insurance companies.  Price competition for loans and deposits could result in earning less on our loans and paying more on our deposits, which would reduce our net interest income.  Competition also makes it more difficult to grow our loan and deposit balances.  Our profitability depends upon our continued ability to compete successfully in our market areas.

Multi-family and commercial real estate lending may expose us to increased lending risks.

While we are primarily a one-to-four family mortgage lender, we also originate multi-family and commercial real estate loans.  At December 31, 2008, $2.91 billion, or 18%, of our total loan portfolio consisted of multi-family loans and $941.1 million, or 6%, of our total loan portfolio consisted of commercial real estate loans.  Multi-family and commercial real estate loans generally involve a greater degree of credit risk than one-to-four family loans because they typically have larger balances and are more affected by adverse conditions in the economy.  Because payments on loans secured by multi-family properties and commercial real estate often depend upon the successful operation and management of the properties and the businesses which operate from within them, repayment of such loans may be affected by factors outside the borrower’s control, such as adverse conditions in the real estate market or the economy or changes in government regulation.

We have originated multi-family and commercial real estate loans in areas other than the New York metropolitan area.  At December 31, 2008, loans in states other than New York, New Jersey and Connecticut comprised 7% of the total multi-family and commercial real estate loan portfolio.  We could be subject to additional risks with respect to multi-family and commercial real estate lending in areas other than the New York metropolitan area since we have less experience in these areas with this type of lending and less direct oversight of the local market and the borrowers’ operations.

While we continue to originate multi-family and commercial real estate loans, we do not believe that the current real estate market and economic environment support aggressively pursuing multi-family and commercial real estate loans given the additional risks associated with this type of lending.  As of December 31, 2008, we are only offering to originate multi-family and commercial real estate loans to select customers in New York and New Jersey.  The market for multi-family and commercial real estate loans does and will continue to change.  Changes in market conditions may result in our election to pursue the originations of such loans in the future, including our resumption of originations outside of New York and New Jersey.

Astoria Federal’s ability to pay dividends or lend funds to us is subject to regulatory limitations which, to the extent we need but are not able to access such funds, may prevent us from making future dividend payments or principal and interest payments due on our debt obligations.

We are a unitary savings and loan association holding company regulated by the OTS and almost all of our operating assets are owned by Astoria Federal.  We rely primarily on dividends from Astoria Federal to pay cash dividends to our stockholders, to engage in share repurchase programs and to pay principal and interest on our debt obligations.  The OTS regulates all capital distributions by Astoria Federal directly or indirectly to us, including dividend payments.  As the subsidiary of a savings and loan association holding company, Astoria Federal must file a notice with the OTS at least 30 days prior to each capital distribution.  However, if the total amount of all capital distributions (including each proposed capital distribution) for the applicable calendar year exceeds net income for that year to date plus the retained net income for the preceding two years, then Astoria Federal must file an application to receive the approval of the OTS for a proposed capital distribution.  During 2008, we were required to file applications with the OTS for proposed capital distributions and we anticipate that in 2009 we will continue to be required to file such applications for proposed capital distributions.

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In addition, Astoria Federal may not pay dividends to us if, after paying those dividends, it would fail to meet the required minimum levels under risk-based capital guidelines and the minimum leverage and tangible capital ratio requirements or the OTS notified Astoria Federal that it was in need of more than normal supervision.  Under the prompt corrective action provisions of the FDIA, an insured depository institution such as Astoria Federal is prohibited from making a capital distribution, including the payment of dividends, if, after making such distribution, the institution would become “undercapitalized” (as such term is used in the FDIA).  Payment of dividends by Astoria Federal also may be restricted at any time at the discretion of the appropriate regulator if it deems the payment to constitute an unsafe or unsound banking practice.  Based on Astoria Federal’s current financial condition, we do not expect the regulatory limitations will have any impact on our ability to obtain dividends from Astoria Federal.  However, there can be no assurance that Astoria Federal will be able to pay dividends at past levels, or at all, in the future. In addition to regulatory restrictions on the payment of dividends, Astoria Federal is subject to certain restrictions imposed by federal law on any extensions of credit it makes to its affiliates and on investments in stock or other securities of its affiliates.  We are considered an affiliate of Astoria Federal.  These restrictions prevent affiliates of Astoria Federal, including us, from borrowing from Astoria Federal, unless various types of collateral secure the loans.  Federal law limits the aggregate amount of loans to and investments in any single affiliate to 10% of Astoria Federal’s capital stock and surplus and also limits the aggregate amount of loans to and investments in all affiliates to 20% of Astoria Federal’s capital stock and surplus.

If we do not receive sufficient cash dividends or are unable to borrow from Astoria Federal, then we may not have sufficient funds to pay dividends, repurchase our common stock or service our debt obligations.

We operate in a highly regulated industry, which limits the manner and scope of our business activities.

We are subject to extensive supervision, regulation and examination by the OTS and by the FDIC.  As a result, we are limited in the manner in which we conduct our business, undertake new investments and activities and obtain financing.  This regulatory structure is designed primarily for the protection of the DIF and our depositors, and not to benefit our stockholders.  This regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to capital levels, the timing and amount of dividend payments, the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes.  In addition, we must comply with significant anti-money laundering and anti-terrorism laws.  Government agencies have substantial discretion to impose significant monetary penalties on institutions which fail to comply with these laws.

Changes in laws, government regulation and monetary policy may have a material effect on our results of operations.

Financial institutions have been the subject of significant legislative and regulatory changes and may be the subject of further significant legislation or regulation in the future, none of which is within our control.  Significant new laws or regulations or changes in, or repeals of, existing laws or regulations, including those with respect to federal and state taxation, may cause our results of operations to differ materially.  In addition, the cost and burden of compliance, over time, have significantly increased and could adversely affect our ability to operate profitably.  Further, federal monetary policy significantly affects credit conditions for Astoria Federal, as well as for our borrowers, particularly as implemented through the Federal Reserve System, primarily through open market operations in U.S. government securities, the discount rate for bank borrowings and reserve requirements.  A material change in any of these conditions could have a material impact on Astoria Federal or our borrowers, and therefore on our results of operations.

On October 3, 2008, President Bush signed the EESA into law in response to the financial crises affecting the banking system and financial markets. Pursuant to the EESA, the Treasury has the authority to, among other things, purchase up to $700 billion of troubled assets (including mortgages, mortgage-backed securities and certain other financial instruments) from financial institutions for the purpose of stabilizing and providing liquidity to the U.S. financial markets.  On October 14, 2008, the Treasury, the FRB and the FDIC issued a joint statement announcing additional steps aimed at stabilizing the financial markets.  First,

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the Treasury announced the CPP, a $250 billion voluntary capital purchase program available to qualifying financial institutions that sell preferred shares to the Treasury (to be funded from the $700 billion authorized for troubled asset purchases.)  Second, the FDIC announced that its Board of Directors, under the authority to prevent “systemic risk” in the U.S. banking system, approved the TLGP, which is intended to strengthen confidence and encourage liquidity in the banking system by permitting the FDIC to (1) guarantee certain newly issued senior unsecured debt issued by participating institutions under the Debt Guarantee Program and (2) fully insure non-interest bearing transaction deposit accounts held at participating FDIC-insured institutions, regardless of dollar amount, under the Transaction Account Guarantee Program.  Third, to further increase access to funding for businesses in all sectors of the economy, the FRB announced further details of its Commercial Paper Funding Facility, or CPFF, which provides a broad backstop for the commercial paper market.  We currently participate in the TLGP, but not the CPP.

There can be no assurance, however, as to the actual impact that the foregoing or any other governmental program will have on the financial markets.  The failure of the financial markets to stabilize and a continuation or worsening of current financial market conditions could materially and adversely affect our business, financial condition, results of operations, access to credit or the trading price of our common stock.  In addition, current initiatives of President Obama’s Administration, the possible enactment of recently proposed bankruptcy legislation, and the current level of foreclosure activities, may result in increased charge-offs which could materially and adversely affect our financial condition and results of operations.

The FDIC recently adopted a restoration plan and issued a notice of proposed rulemaking and request for comment that would initially raise the assessment rate schedule, uniformly across all four risk categories into which the FDIC assigns insured institutions, by seven basis points (annualized) of insured deposits beginning on January 1, 2009.  Under the proposed plan, beginning with the second quarter of 2009, the initial base assessment rates will range from 10 to 45 basis points depending on an institution’s risk category, with adjustments resulting in increased assessment rates for institutions with a significant reliance on secured liabilities and brokered deposits.  Under the proposal the FDIC may continue to adopt actual rates that are higher without further notice-and-comment rulemaking subject to certain limitations.  If the FDIC determines that assessment rates should be increased, institutions in all risk categories could be affected.  The FDIC has exercised this authority several times in the past and could continue to raise insurance assessment rates in the future.  The increased deposit insurance premiums proposed by the FDIC are expected to result in a significant increase in our non-interest expense, which will have a material impact on our results of operations beginning in 2009.

We expect to face increased regulation and supervision of our industry as a result of the existing financial crisis, and there will be additional requirements and conditions imposed on us to the extent that we participate in any of the programs established or to be established by the Treasury or by the federal bank regulatory agencies.  Such additional regulation and supervision may increase our costs and limit our ability to pursue business opportunities.

ITEM 1B.  UNRESOLVED STAFF COMMENTS

None.

ITEM 2.  PROPERTIES

We operate 85 full-service banking offices, of which 50 are owned and 35 are leased.  We own our principal executive office located in Lake Success, New York.  We are obligated under a lease commitment through 2017 for our mortgage operating facility in Mineola, New York.  At December 31, 2008, approximately two-thirds of this facility was sublet.  We also lease office facilities for our wholly-owned subsidiaries Fidata in Norwalk, Connecticut, and Suffco in Farmingdale, New York.  We believe such facilities are suitable and adequate for our operational needs.

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We own an office building with a net carrying value of $18.5 million which is classified as held-for-sale as of December 31, 2008.  The office building, which is currently unoccupied, is located in Lake Success, New York and formerly housed our lending operations, which were relocated in March 2008 to the leased facility in Mineola, New York, discussed above.

For further information regarding our lease obligations, see Item 7, “MD&A” and Note 10 of Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data.”

ITEM 3. LEGAL PROCEEDINGS

In the ordinary course of our business, we are routinely made defendant in or a party to pending or threatened legal actions or proceedings which, in some cases, seek substantial monetary damages from or other forms of relief against us.  In our opinion, after consultation with legal counsel, we believe it unlikely that such actions or proceedings will have a material adverse effect on our financial condition, results of operations or liquidity.

Goodwill Litigation

We have been a party to two actions against the United States involving assisted acquisitions made in the early 1980’s and supervisory goodwill accounting utilized in connection therewith.

In one of the actions, entitled The Long Island Savings Bank, FSB et al vs. The United States, the Court of Federal Claims rendered a decision on September 15, 2005 awarding us $435.8 million in damages from the U.S. Government.  No portion of the $435.8 million award was recognized in our consolidated financial statements.  On February 1, 2007, the Court of Appeals reversed such award.  On April 2, 2007, we filed a petition for rehearing or rehearing en banc.  Acting en banc, the Court of Appeals returned the case to the original panel of judges for revision.  The panel, on September 13, 2007, withdrew and vacated its earlier opinion and issued a new decision.  This decision also reversed the award of $435.8 million in damages awarded to us by the Court of Federal Claims.  We again filed with the Court of Appeals a petition for rehearing or rehearing en banc.  On December 28, 2007, the Court of Appeals denied our petition.  In March 2008, we filed a petition for a Writ of Certiorari with the Supreme Court of the United States.  On October 6, 2008, the petition was denied, ending such litigation.

The other action is entitled AstoriaFederal Savings and Loan Association vs. United States.  The trial in this action took place during 2007 before the Court of Federal Claims.  The Court of Federal Claims, by decision filed on January 8, 2008, awarded to us $16.0 million in damages from the U.S. Government.  No portion of the $16.0 million award was recognized in our consolidated financial statements.  The U.S. Government has appealed such decision to the Court of Appeals, which appeal is pending.

The ultimate outcome of the remaining action pending against the United States and the timing of such outcome is uncertain and there can be no assurance that we will benefit financially from such litigation.  Legal expense related to both of these actions has been recognized as it has been incurred.

McAnaney Litigation

In 2004, an action entitled David McAnaney and Carolyn McAnaney, individually and on behalf of all others similarly situated vs. Astoria Financial Corporation, et al. was commenced in the U.S. District Court for the Eastern District of New York, or the District Court.  The action, commenced as a class action, alleges that in connection with the satisfaction of certain mortgage loans made by Astoria Federal, The Long Island Savings Bank, FSB, which was acquired by Astoria Federal in 1998, and their related entities, customers were charged attorney document preparation fees, recording fees and facsimile fees allegedly in violation of the federal Truth in Lending Act, the Real Estate Settlement Procedures Act, or RESPA, the Fair Debt Collection Act, or FDCA, the New York State Deceptive Practices Act, and alleges actions based upon unjust enrichment and common law fraud.

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Astoria Federal previously moved to dismiss the amended complaint, which motion was granted in part and denied in part, dismissing claims based on violations of RESPA and FDCA.  The District Court further determined that class certification would be considered prior to considering summary judgment.  The District Court, on September 19, 2006, granted the plaintiff’s motion for class certification.  Astoria Federal has denied the claims set forth in the complaint.  Both we and the plaintiffs subsequently filed motions for summary judgment with the District Court.  The District Court, on September 12, 2007, granted our motion for summary judgment on the basis that all named plaintiffs’ Truth in Lending claims are time barred.  All other aspects of plaintiffs’ and defendants’ motions for summary judgment were dismissed without prejudice.  The District Court found the named plaintiffs to be inadequate class representatives and provided plaintiffs’ counsel an opportunity to submit a motion for the substitution or intervention of new named plaintiffs.  Plaintiffs’ counsel filed a motion with the District Court for partial reconsideration of its decision.  The District Court, by order dated January 25, 2008, granted plaintiffs’ motion for partial reconsideration and again determined that all named plaintiffs’ Truth-in Lending claims are time barred.  Plaintiffs’ counsel subsequently submitted a motion to intervene or substitute plaintiff proposing a single substitute plaintiff.  On April 18, 2008, we filed with the District Court our opposition to such motion.  The District Court on September 29, 2008 granted the plaintiffs’ motion allowing a new single named plaintiff to be substituted.  The District Court also established a schedule for the plaintiffs to amend the complaint, for the defendants to respond and for consideration of summary judgment on the merits.  During the fourth quarter of 2008, the plaintiffs amended their complaint to assert the claim of the new substitute plaintiff, the defendants answered denying such claims and both parties cross-moved for summary judgment and are awaiting the District Court’s decision.  We currently do not believe this action will likely have a material adverse impact on our financial condition or results of operations.  However, no assurance can be given at this time that this litigation will be resolved amicably, that this litigation will not be costly to defend, that this litigation will not have an impact on our financial condition or results of operations or that, ultimately, any such impact will not be material.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted during the quarter ended December 31, 2008 to a vote of our security holders through the solicitation of proxies or otherwise.

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PART II

ITEM 5. MARKET FOR ASTORIA FINANCIAL CORPORATION’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock trades on the New York Stock Exchange, or NYSE, under the symbol “AF.”  The table below shows the high and low sale prices reported on the NYSE for our common stock during the periods indicated.

	2008				2007
	High		Low		High		Low
First Quarter	$	29.13	$	19.75	$	30.56	$	26.31
Second Quarter		29.26		20.00		27.93		24.35
Third Quarter		27.12		16.65		27.80		22.47
Fourth Quarter		21.48		13.59		27.97		22.50

As of February 17, 2009, we had 3,428 shareholders of record.  As of December 31, 2008, there were 95,881,132 shares of common stock outstanding.

The following schedule summarizes the cash dividends paid per common share for 2008 and 2007.

	2008		2007
First Quarter	$	0.26	$	0.26
Second Quarter		0.26		0.26
Third Quarter		0.26		0.26
Fourth Quarter		0.26		0.26

On January 28, 2009, our Board of Directors declared a quarterly cash dividend of $0.13 per common share, payable on March 2, 2009, to common stockholders of record as of the close of business on February 17, 2009.  The decision to reduce the quarterly cash dividend was based on, among other things, the dividend payout ratio coupled with our strategy to retain capital in the current economic environment.  As in the past, our Board of Directors reviews the payment of dividends quarterly and plans to continue to maintain a regular quarterly dividend in the future, dependent upon our earnings, financial condition and other factors.

We are subject to the laws of the State of Delaware which generally limit dividends to an amount equal to the excess of our net assets (the amount by which total assets exceed total liabilities) over our statutory capital, or if there is no such excess, to our net profits for the current and/or immediately preceding fiscal year.  We are also subject to certain financial covenants and other limitations pursuant to the terms of various debt instruments that have been issued by us, which could have an impact on our ability to pay dividends in certain circumstances.  See Item 7, “MD&A - Liquidity and Capital Resources” for further discussion of such financial covenants and other limitations.  Our payment of dividends is dependent, in large part, upon receipt of dividends from Astoria Federal.  Astoria Federal is subject to certain restrictions which may limit its ability to pay us dividends. See Item 1, “Business - Regulation and Supervision” and Note 9 of Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data” for an explanation of the impact of regulatory capital requirements on Astoria Federal’s ability to pay dividends.  See Item 1, “Business - Federal Taxation” and Note 11 of Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data” for an explanation of the tax impact of the unlikely event that Astoria Federal (1) makes distributions in excess of current and accumulated earnings and profits, as calculated for federal income tax purposes;(2) redeems its stock; or (3) liquidates.

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Stock Performance Graph

The following graph shows a comparison of cumulative total shareholder return on Astoria Financial Corporation common stock, or AFC Common Stock, during the five fiscal years ended December 31, 2008, with the cumulative total returns of both a broad market index, the Standard & Poor’s, or S&P, 500 Stock Index, and a peer group index, the Financials Sector of the S&P 400 Mid-cap Index.  The comparison assumes $100 was invested on December 31, 2003 in AFC Common Stock and in each of the S&P indices and assumes that all of the dividends were reinvested.

AFC Common Stock, Market and Peer Group Indices

	AFC Common Stock		S&P 500 Stock Index		S&P Midcap 400 Financials Index
December 31, 2003	$	100.00	$	100.00	$	100.00
December 31, 2004		110.24		110.88		119.88
December 31, 2005		125.21		116.33		131.90
December 31, 2006		132.57		134.70		152.82
December 31, 2007		106.36		142.10		133.37
December 31, 2008		79.14		89.53		97.78

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During the three months ended December 31, 2008, there were no repurchases of our common stock.  Our twelfth stock repurchase plan, approved by our Board of Directors on April 18, 2007, authorized the purchase of 10,000,000 shares, or approximately 10% of our common stock outstanding, in open-market or privately negotiated transactions.  At December 31, 2008, a maximum of 8,107,300 shares may yet be purchased under this plan.  As of December 31, 2008, we are not currently repurchasing additional shares of our common stock.

On May 22, 2008, our Chief Executive Officer, George L. Engelke, Jr., submitted his annual certification to the NYSE indicating that he was not aware of any violation by Astoria Financial Corporation of NYSE corporate governance listing standards as of the May 22, 2008 certification date.

ITEM 6.  SELECTED FINANCIAL DATA

Set forth below are our selected consolidated financial and other data.  This financial data is derived in part from, and should be read in conjunction with, our consolidated financial statements and related notes.

	At December 31,
(In Thousands)	2008		2007		2006		2005		2004
Selected Financial Data:
Total assets	$	21,982,111	$	21,719,368	$	21,554,519	$	22,380,271	$	23,415,869
Repurchase agreements		24,060		24,218		71,694		182,803		267,578
Securities available-for-sale		1,390,440		1,313,306		1,560,325		1,841,351		2,406,883
Securities held-to-maturity		2,646,862		3,057,544		3,779,356		4,730,953		6,302,936
Loans receivable, net		16,593,415		16,076,068		14,891,749		14,311,134		13,180,521
Deposits		13,479,924		13,049,438		13,224,024		12,810,455		12,323,257
Borrowings, net		6,965,274		7,184,658		6,836,002		7,937,526		9,469,835
Stockholders' equity		1,181,769		1,211,344		1,215,754		1,350,227		1,369,764

	For the Year Ended December 31,
(In Thousands, Except Per Share Data)	2008		2007		2006		2005		2004
Selected Operating Data:
Interest income	$	1,089,711	$	1,105,322	$	1,086,814	$	1,082,987	$	1,045,901
Interest expense		694,327		771,794		696,429		604,207		575,335
Net interest income		395,384		333,528		390,385		478,780		470,566
Provision for loan losses		69,000		2,500		-		-		-
Net interest income after provision for loan losses		326,384		331,028		390,385		478,780		470,566
Non-interest income		11,180		75,790		91,350		102,199		80,084
General and administrative expense		233,260		231,273		221,803		228,734		225,011
Income before income tax expense		104,304		175,545		259,932		352,245		325,639
Income tax expense		28,962		50,723		85,035		118,442		106,102
Net income	$	75,342	$	124,822	$	174,897	$	233,803	$	219,537
Basic earnings per common share	$	0.84	$	1.38	$	1.85	$	2.30	$	2.03
Diluted earnings per common share	$	0.83	$	1.36	$	1.80	$	2.26	$	2.00

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	At or For the Year Ended December 31,
	2008			2007			2006			2005			2004
Selected Financial Ratios and Other Data:
Return on average assets		0.35	%		0.58	%		0.80	%		1.02	%		0.97	%
Return on average stockholders' equity		6.24			10.39			13.73			17.06			15.81
Return on average tangible stockholders' equity (1)		7.37			12.28			16.06			19.72			18.25
Average stockholders' equity to average assets		5.55			5.57			5.83			5.99			6.12
Average tangible stockholders' equity to average tangible assets (1)(2)		4.74			4.75			5.02			5.22			5.35
Stockholders' equity to total assets		5.38			5.58			5.64			6.03			5.85
Tangible stockholders' equity to tangible assets (tangible capital ratio) (1)(2)		4.57			4.77			4.82			5.25			5.10
Net interest rate spread (3)		1.80			1.50			1.76			2.11			2.09
Net interest margin (4)		1.91			1.62			1.87			2.19			2.17
Average interest-earning assets to average interest-bearing liabilities		1.03	x		1.03	x		1.03	x		1.03	x		1.03	x
General and administrative expense to average assets		1.07	%		1.07	%		1.01	%		1.00	%		0.99	%
Efficiency ratio (5)		57.37			56.50			46.04			39.37			40.86
Cash dividends paid per common share	$	1.04		$	1.04		$	0.96		$	0.80		$	0.67
Dividend payout ratio		125.30	%		76.47	%		53.33	%		35.40	%		33.50	%
Asset Quality Ratios (6):
Non-performing loans to total loans (7)		1.43			0.42			0.28			0.26			0.15
Non-performing loans to total assets (7)		1.09			0.31			0.20			0.16			0.09
Non-performing assets to total assets (7)(8)		1.20			0.36			0.20			0.17			0.09
Allowance for loan losses to non-performing loans (7)		49.88			115.97			189.84			220.03			408.52
Allowance for loan losses to non-accrual loans		49.89			116.78			192.06			221.09			420.41
Allowance for loan losses to total loans		0.71			0.49			0.53			0.56			0.62
Other Data:
Number of deposit accounts		865,391			888,838			928,647			953,998			975,155
Mortgage loans serviced for others (in thousands)	$	1,225,656		$	1,272,220		$	1,363,591		$	1,502,852		$	1,670,062
Full service banking offices		85			86			86			86			86
Regional lending offices		3			3			3			3			4
Full time equivalent employees		1,575			1,615			1,626			1,658			1,862

(1)  Tangible stockholders' equity represents stockholders' equity less goodwill.

(2)  Tangible assets represent assets less goodwill.

(3)  Net interest rate spread represents the difference between the average yield on average interest-earning assets and the average cost of average interest-bearing liabilities.

(4)  Net interest margin represents net interest income divided by average interest-earning assets.

(5)  Efficiency ratio represents general and administrative expense divided by the sum of net interest income plus non-interest income.

(6)  Loans totaling $38.3 million, $17.3 million, $28.1 million and $12.3 million have been reclassified from non-accrual to 60-89 days delinquent as of December 31, 2007, 2006, 2005 and 2004, respectively, to conform to the current year presentation.  Asset quality ratios for these periods have been revised as necessary.

(7)  Non-performing loans consist of all non-accrual loans and all mortgage loans delinquent 90 days or more as to their maturity date   but not their interest due and exclude loans which have been restructured and are accruing and performing in accordance with the  restructured terms for a satisfactory period of time.  Restructured accruing loans totaled $1.1 million, $1.2 million, $1.5 million, $1.6 million and $2.8 million at December 31, 2008, 2007, 2006, 2005 and 2004, respectively.

(8)  Non-performing assets consist of all non-performing loans and real estate owned.

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ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and Notes to Consolidated Financial Statements presented elsewhere in this report.

Executive Summary

The following overview should be read in conjunction with our MD&A in its entirety.

During 2008, the national economy continued to falter at an accelerating pace, with particular emphasis on the deterioration of the housing and real estate markets and rising unemployment.  The faltering economy has been marked by contractions in the availability of business and consumer credit, falling home prices, increasing home foreclosures and significant job losses.  The disruption and volatility in the financial and capital markets over the past year has reached a crisis level as national and global credit markets ceased to function effectively.  Financial entities across the spectrum have been affected by the lack of liquidity and continued credit deterioration, resulting in the failure, near failure or sale at depressed valuations of some of the nation’s largest financial institutions.  Concern for the stability of the banking and financial systems reached a magnitude which has resulted in unprecedented government intervention.  On October 3, 2008, the EESA was signed into law providing for, among other things, $700 billion in funding to the Treasury to purchase troubled assets from financial institutions.  Then, on October 14, 2008, the Treasury, the FRB and the FDIC issued a joint statement announcing additional steps aimed at stabilizing the financial markets.  First, the Treasury announced a voluntary CPP that allows qualifying financial institutions to sell preferred shares to the Treasury which will be funded from the $700 billion allocated under the EESA.  Second, the FDIC announced the TLGP enabling the FDIC to temporarily guarantee certain newly-issued senior unsecured debt of all participating FDIC-insured institutions and certain holding companies, as well as fully insure all deposits in non-interest bearing transaction accounts.  Third, to further increase access to funding for businesses in all sectors of the economy, the FRB announced further details of its CPFF, which provides a broad backstop for the commercial paper market.  These actions were intended to restore confidence in the banking system, ease liquidity concerns and stabilize the rapidly deteriorating economy.  We opted not to participate in the CPP, but did not opt out of the TLGP.  Additional stimulus proposals are currently being evaluated by Congress and additional efforts are expected to be approved in the near term.  Although it is unclear whether these proposals or efforts will be enacted into law, their provisions, or similar ones, could affect our lending activities or increase governmental oversight of our businesses and our corporate governance practices.

The FOMC has responded with monetary stimulus as well.  During the second half of 2007, the FOMC reduced the federal funds rate by 100 basis points and then an additional 400+ basis points in 2008, bringing the target rate to 0.00% to 0.25%.  For further discussion on the economy and recent government actions, see Item 1, “Business – Regulation and Supervision” and Item 1A, “Risk Factors.”

As the premier Long Island community bank, our goals are to enhance shareholder value while building a solid banking franchise.  We focus on growing our core businesses of mortgage portfolio lending and retail banking while maintaining strong asset quality and controlling operating expenses.  We also provide returns to shareholders through dividends and stock repurchases.

Our total loan portfolio increased during the year ended December 31, 2008.  This increase was due to an increase in one-to-four family mortgage loans partially offset by decreases in each of our other loan portfolios.  The increase in one-to-four family mortgage loans was attributable to strong originations and purchases of such loans which exceeded repayments.

Total deposits increased during the year ended December 31, 2008.  This increase was due to an increase in our certificates of deposit which was partially offset by decreases in all other deposit accounts, primarily our Liquid CDs.  During 2008, we continued to experience intense competition for deposits; however, we continued to maintain our deposit pricing discipline.

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Our securities portfolio decreased during the year ended December 31, 2008, which is primarily the result of cash flow from repayments exceeding purchases of securities, coupled with an OTTI charge, discussed below.  Our borrowings portfolio decreased during 2008, primarily as a result of deposit growth which enabled us to repay a portion of matured borrowings.

Net income for the year ended December 31, 2008 decreased compared to the year ended December 31, 2007.  This decline was primarily due to the OTTI charge and an increase in the provision for loan losses, partially offset by an increase in net interest income.

Net interest income, the net interest margin and the net interest rate spread for the year ended December 31, 2008 increased compared to the year ended December 31, 2007.  These increases were due to a decrease in interest expense, partially offset by a decrease in interest income.  The decrease in interest expense for the year ended December 31, 2008, compared to the year ended December 31, 2007, was primarily due to decreases in the average costs of our certificates of deposit, borrowings and Liquid CDs and a decrease in the average balance of Liquid CDs, partially offset by increases in the average balances of certificates of deposit and borrowings.  The decrease in interest income for the year ended December 31, 2008, compared to the year ended December 31, 2007, was primarily due to decreases in the average yields on our interest earning assets and decreases in the average balances of mortgage-backed and other securities and multi-family, commercial real estate and construction loans, coupled with an increase in our non-performing loans, partially offset by an increase in the average balance of one-to-four family mortgage loans.  Although interest income on our one-to-four family mortgage loans increased for the year ended December 31, 2008, compared to the year ended December 31, 2007, net interest income, the net interest margin and the net interest rate spread were negatively impacted by accelerated loan premium amortization resulting from an increase in mortgage loan prepayments during the year ended December 31, 2008, primarily in the first half of 2008, compared to the year ended December 31, 2007.

During the 2008 third quarter, we recorded a $77.7 million OTTI charge to reduce the carrying amount of our investment in two issues of Freddie Mac perpetual preferred securities to the securities’ market values totaling $5.3 million at September 30, 2008.  The decision to recognize the OTTI charge was based on the decline in the market value of these securities in the 2008 third quarter and the unlikelihood of any near-term market value recovery.  The significant decline in the market value occurred primarily as a result of the reported financial difficulties of Freddie Mac and the subsequent announcement, on September 7, 2008, by the Treasury and the Federal Housing Finance Agency, or FHFA, that, among other things, Freddie Mac was being placed under conservatorship; that the FHFA was assuming the powers of Freddie Mac’s Board and management; and that dividends on Freddie Mac preferred stock were suspended indefinitely.

The provision for loan losses recorded during the year ended December 31, 2008 reflects the increase in and composition of our loan delinquencies, non-performing loans, net loan charge-offs and overall loan portfolio, as well as our evaluation of the continued deterioration of the housing and real estate markets and increasing weakness in the overall economy, particularly the accelerating pace of job losses.  As a residential lender, we are vulnerable to the impact of a severe job loss recession, due to its negative impact on the financial condition of residential borrowers and their ability to remain current on their mortgage loans.

We expect that loan growth will continue in 2009 as the opportunity for portfolio lending remains strong.  We expect deposit growth in 2009 will continue, particularly as the intense competition for core community deposits which we experienced in 2008 has recently abated.  Industry-wide increases in pension costs and FDIC insurance premiums coupled with potentially reduced dividends on FHLB-NY stock will have a negative impact on 2009 earnings.  With respect to asset quality, continued weakness in the real estate market exacerbated by a severe downturn in the economy presents challenges for all financial institutions in the year ahead.  Continued job losses coupled with declining real estate values will put increased pressure on the loan portfolio which, more than likely, will result in higher delinquencies and non-performing loans in 2009.  In January 2009, our Board of Directors reduced our regular quarterly cash dividend by 50% based on, among other things, the dividend payout ratio coupled with our strategy to retain capital in the current economic environment.  The Company expects to

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maintain its tangible capital ratio target at between 4.50% and 4.75% and Astoria Federal’s core and tangible capital ratios in excess of 6%.

Critical Accounting Policies

Note 1 of Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data” contains a summary of our significant accounting policies.  Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments.  Our policies with respect to the methodologies used to determine the allowance for loan losses, the valuation of mortgage servicing rights, or MSR, and judgments regarding goodwill and securities impairment are our most critical accounting policies because they are important to the presentation of our financial condition and results of operations, involve a higher degree of complexity and require management to make difficult and subjective judgments which often require assumptions or estimates about highly uncertain matters.  The use of different judgments, assumptions and estimates could result in material differences in our results of operations or financial condition.

The following is a description of our critical accounting policies and an explanation of the methods and assumptions underlying their application.  These critical accounting policies are reviewed quarterly with the Audit Committee of our Board of Directors.

Allowance for Loan Losses

Our allowance for loan losses is established and maintained through a provision for loan losses based on our evaluation of the probable inherent losses in our loan portfolio.  We evaluate the adequacy of our allowance on a quarterly basis.  The allowance is comprised of both specific valuation allowances and general valuation allowances.

Specific valuation allowances are established in connection with individual loan reviews and the asset classification process, including the procedures for impairment recognition under Statement of Financial Accounting Standards, or SFAS, No. 114, “Accounting by Creditors for Impairment of a Loan, an Amendment of FASB Statements No. 5 and 15,” and SFAS No. 118, “Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures, an amendment of FASB Statement No. 114.”  Such evaluation, which includes a review of loans on which full collectibility is not reasonably assured, considers the current estimated fair value of the underlying collateral, if any, current and anticipated economic and regulatory conditions, current and historical loss experience of similar loans and other factors that determine risk exposure to arrive at an adequate loan loss allowance.

Loan reviews are completed quarterly for all loans individually classified by our Asset Classification Committee.  Individual loan reviews are generally completed annually for multi-family, commercial real estate and construction loans in excess of $2.0 million, commercial business loans in excess of $200,000, one-to-four family loans in excess of $1.0 million and troubled debt restructurings.  In addition, we generally review annually borrowing relationships whose combined outstanding balance exceeds $2.0 million.  Approximately fifty percent of the outstanding principal balance of these loans to a single borrowing entity will be reviewed.

The primary considerations in establishing specific valuation allowances are the current estimated value of a loan’s underlying collateral and the loan’s payment history.  We update our estimates of collateral value for non-performing multi-family, commercial real estate and construction loans in excess of $1.0 million, one-to-four family loans which are 180 days delinquent annually and certain other loans when the Asset Classification Committee believes repayment of such loans may be dependent on the value of the underlying collateral.  Updated estimates of collateral value are obtained through appraisals, where practical.  In instances where we have not taken possession of the property or do not otherwise have access to the premises and, therefore, cannot obtain a complete appraisal, an estimate of the value of the property is obtained based primarily on a drive-by inspection and a comparison of the property securing the loan with similar properties in the area, by either a licensed appraiser or real estate broker for one-to-four family properties.  For multi-family and commercial real estate properties, we estimate collateral

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value based on an internal cash flow analysis when current financial information is available, coupled with, in most cases, an inspection of the property.  Other current and anticipated economic conditions on which our specific valuation allowances rely are the impact that national and/or local economic and business conditions may have on borrowers, the impact that local real estate markets may have on collateral values, the level and direction of interest rates and their combined effect on real estate values and the ability of borrowers to service debt.  For multi-family and commercial real estate loans, additional factors specific to a borrower or the underlying collateral are considered.  These factors include, but are not limited to, the composition of tenancy, occupancy levels for the property, cash flow estimates and, to a lesser degree, the existence of personal guarantees.  We also review all regulatory notices, bulletins and memoranda with the purpose of identifying upcoming changes in regulatory conditions which may impact our calculation of specific valuation allowances.  The OTS periodically reviews our reserve methodology during regulatory examinations and any comments regarding changes to reserves or loan classifications are considered by management in determining valuation allowances.

Pursuant to our policy, loan losses are charged-off in the period the loans, or portions thereof, are deemed uncollectible.  The determination of the loans on which full collectibility is not reasonably assured, the estimates of the fair value of the underlying collateral and the assessment of economic and regulatory conditions are subject to assumptions and judgments by management.  Specific valuation allowances could differ materially as a result of changes in these assumptions and judgments.

General valuation allowances represent loss allowances that have been established to recognize the inherent risks associated with our lending activities, but which, unlike specific allowances, have not been allocated to particular loans.  The determination of the adequacy of the general valuation allowances takes into consideration a variety of factors.  We segment our one-to-four family loan portfolio by interest-only and amortizing loans, full documentation and reduced documentation loans and year of origination and analyze our historical loss experience and delinquency levels and trends of these segments.  The resulting range of allowance percentages is used as an integral part of our judgment in developing estimated loss percentages to apply to the portfolio.  We segment our consumer and other loan portfolio by home equity lines of credit, business loans, revolving credit lines and installment loans and perform similar historical loss analyses.  We monitor credit risk on interest-only hybrid ARM loans that were underwritten at the initial note rate, which may have been a discounted rate, in the same manner as we monitor credit risk on all interest-only hybrid ARM loans.  We monitor interest rate reset dates of our portfolio, in the aggregate, and the current interest rate environment and consider the impact, if any, on the borrowers’ ability to continue to make timely principal and interest payments in determining our allowance for loan losses.  We also consider the size, composition, risk profile, delinquency levels and cure rates of our portfolio, as well as our credit administration and asset management procedures.  We monitor property value trends in our market areas by reference to various industry and market reports, economic releases and surveys, and our general and specific knowledge of the real estate markets in which we lend, in order to determine what impact, if any, such trends may have on the level of our general valuation allowances.  In determining our allowance coverage percentages for non-performing loans, we consider our historical loss experience with respect to the ultimate disposition of the underlying collateral.  In addition, we evaluate and consider the impact that current and anticipated economic and market conditions may have on the portfolio and known and inherent risks in the portfolio.

We also evaluate and consider our asset quality ratios as well as the allowance ratios and coverage percentages set forth in both peer group and regulatory agency data and any comments from the OTS resulting from their review of our general valuation allowance methodology during regulatory examinations.  Historically our non-performing loans have been a negligible percentage of our loan portfolio and our ratio of the allowance for loan losses to total loans was a more relevant factor in our assessment of the adequacy of the allowance for loan losses.  As our non-performing loans have increased during 2008, our ratio of the allowance for loan losses to non-performing loans has become a more relevant factor in our assessment process.  We evaluate these trends in combination with our primary focus on our historical loss experience and the impact of current economic conditions.  After evaluating these variables, we determine appropriate allowance coverage percentages for each of our portfolio segments and the appropriate level of our allowance for loan losses.  Our allowance coverage percentages are used to estimate the amount of probable losses inherent in our loan portfolio in determining our general valuation allowances.  Our evaluation of general valuation allowances is inherently subjective

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because, even though it is based on objective data, it is management’s interpretation of that data that determines the amount of the appropriate allowance.  Therefore, we periodically review the actual performance and charge-off history of our portfolio and compare that to our previously determined allowance coverage percentages and specific valuation allowances.  In doing so, we evaluate the impact the previously mentioned variables may have had on the portfolio to determine which changes, if any, should be made to our assumptions and analyses.

During 2008, we began experiencing more significant increases in delinquencies, non-performing loans and net loan charge-offs primarily as a result of the decline in the housing and real estate markets, as well as the ongoing economic recession.  Our analyses of these trends indicated significant differences in the performance of various segments of our loan portfolio, particularly our full documentation versus our reduced documentation loans.  As a result of our assessments of these additional analyses in combination with our assessments of our other existing analyses, we modified certain allowance coverage percentages during the 2008 fourth quarter to estimate the amount of probable losses inherent in our loan portfolio in determining our general valuation allowances.

Effective January 1, 2008, we have revised our presentation of non-performing mortgage loans to report mortgage loans which have missed only two payments as 60-89 days delinquent instead of as non-accrual, which had been our previous practice.  This change did not have a significant impact on the evaluation of the allowance for loan losses.  For further discussion of this change in presentation, see “Asset Quality - Non-Performing Assets.”

Based on our evaluation of the continued deterioration of the housing and real estate markets, the weakness in the overall economy, in particular, the recent increase in unemployment, and the increase in and composition of our delinquencies, non-performing loans, net loan charge-offs and overall loan portfolio, we determined that a provision for loan losses of $69.0 million was warranted for the year ended December 31, 2008.  The balance of our allowance for loan losses was $119.0 million at December 31, 2008 and $78.9 million at December 31, 2007 and represents management’s best estimate of the probable inherent losses in our loan portfolio at the respective dates.

Actual results could differ from our estimates as a result of changes in economic or market conditions.  Changes in estimates could result in a material change in the allowance for loan losses.  While we believe that the allowance for loan losses has been established and maintained at levels that reflect the risks inherent in our loan portfolio, future adjustments may be necessary if portfolio performance or economic or market conditions differ substantially from the conditions that existed at the time of the initial determinations.

For additional information regarding our allowance for loan losses, see “Provision for Loan Losses” and “Asset Quality.”

Valuation of MSR

The initial asset recognized for originated MSR is measured at fair value.  The fair value of MSR is estimated by reference to current market values of similar loans sold servicing released.  MSR are amortized in proportion to and over the period of estimated net servicing income.  We apply the amortization method for measurements of our MSR.  MSR are assessed for impairment based on fair value at each reporting date.  MSR impairment, if any, is recognized in a valuation allowance through charges to earnings.  Increases in the fair value of impaired MSR are recognized only up to the amount of the previously recognized valuation allowance.

We assess impairment of our MSR based on the estimated fair value of those rights on a stratum-by-stratum basis with any impairment recognized through a valuation allowance for each impaired stratum.  We stratify our MSR by underlying loan type (primarily fixed and adjustable) and interest rate. The estimated fair values of each MSR stratum are obtained through independent third party valuations through an analysis of future cash flows, incorporating estimates of assumptions market participants would use in determining fair value including market discount rates, prepayment speeds, servicing income, servicing costs, default rates and other market driven data, including the market’s perception of

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future interest rate movements.  Individual allowances for each stratum are then adjusted in subsequent periods to reflect changes in the measurement of impairment.  All assumptions are reviewed for reasonableness on a quarterly basis to ensure they reflect current and anticipated market conditions.

At December 31, 2008, our MSR, net, had an estimated fair value of $8.2 million and were valued based on expected future cash flows considering a weighted average discount rate of 12.99%, a weighted average constant prepayment rate on mortgages of 17.26% and a weighted average life of 4.3 years.  At December 31, 2007, our MSR, net, had an estimated fair value of $12.9 million and were valued based on expected future cash flows considering a weighted average discount rate of 9.52%, a weighted average constant prepayment rate on mortgages of 13.45% and a weighted average life of 5.1 years.

The fair value of MSR is highly sensitive to changes in assumptions.  Changes in prepayment speed assumptions generally have the most significant impact on the fair value of our MSR.  Generally, as interest rates decline, mortgage loan prepayments accelerate due to increased refinance activity, which results in a decrease in the fair value of MSR.  As interest rates rise, mortgage loan prepayments slow down, which results in an increase in the fair value of MSR.  Thus, any measurement of the fair value of our MSR is limited by the conditions existing and the assumptions utilized as of a particular point in time, and those assumptions may not be appropriate if they are applied at a different point in time.  Assuming an increase in interest rates of 100 basis points at December 31, 2008, the estimated fair value of our MSR would have been $2.3 million greater.  Assuming a decrease in interest rates of 100 basis points at December 31, 2008, the estimated fair value of our MSR would have been $2.7 million lower.

Goodwill Impairment

Goodwill is presumed to have an indefinite useful life and is tested, at least annually, for impairment at the reporting unit level.  Impairment exists when the carrying amount of goodwill exceeds its implied fair value.  For purposes of our goodwill impairment testing, we have identified a single reporting unit.  We consider the quoted market price of our common stock on our impairment testing date as an initial indicator of estimating the fair value of our reporting unit.  In addition, we consider our average stock price, both before and after our impairment test date, as well as market-based control premiums in determining the estimated fair value of our reporting unit.  If the estimated fair value of our reporting unit exceeds its carrying amount, further evaluation is not necessary.  However, if the fair value of our reporting unit is less than its carrying amount, further evaluation is required to compare the implied fair value of the reporting unit’s goodwill to its carrying amount to determine if a write-down of goodwill is required.

At December 31, 2008, the carrying amount of our goodwill totaled $185.2 million.  On September 30, 2008, we performed our annual goodwill impairment test and determined the estimated fair value of our reporting unit to be in excess of its carrying amount.  Accordingly, as of our annual impairment test date, there was no indication of goodwill impairment. We would test our goodwill for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of our reporting unit below its carrying amount.  Accordingly, we also evaluated goodwill for impairment as of December 31, 2008 due to the market’s continued contraction.  The results of this analysis also included market events occurring subsequent to year-end.  The estimated fair value of our reporting unit was in excess of its carrying amount at December 31, 2008.  No assurance can be given that we will not record an impairment loss on goodwill in 2009. However, our tangible capital ratio and Astoria Federal’s regulatory capital ratios would not be affected by this potential non-cash expense since goodwill is not included in these calculations. The identification of additional reporting units or the use of other valuation techniques could result in materially different evaluations of impairment.

Securities Impairment

Our available-for-sale securities portfolio is carried at estimated fair value with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income/loss in stockholders’ equity.  Debt securities which we have the positive intent and ability to hold to maturity are classified as held-to-maturity and are carried at amortized cost.  The fair values for substantially all of our securities are obtained from an independent nationally recognized pricing service.  We use third party brokers to obtain

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prices for a small portion of the portfolio that we are not able to price using our third party pricing service.

Our investment portfolio is comprised primarily of fixed rate mortgage-backed securities guaranteed by a GSE as issuer.  GSE issuance mortgage-backed securities comprised 94% of our securities portfolio at December 31, 2008.  Non-GSE issuance mortgage-backed securities at December 31, 2008 comprised 5% of our securities portfolio and had an amortized cost of $222.3 million, 15% of which are classified as available-for-sale and 85% of which are classified as held-to-maturity.  Substantially all of our non-GSE issuance securities have a AAA credit rating and they have performed similarly to our GSE issuance securities.  The current mortgage market conditions reflecting credit quality concerns have not significantly impacted our non-GSE securities.  Based on the high quality of our investment portfolio, current market conditions have not significantly impacted the pricing of our portfolio or our ability to obtain reliable prices.

The fair value of our investment portfolio is primarily impacted by changes in interest rates.  In general, as interest rates rise, the fair value of fixed rate securities will decrease; as interest rates fall, the fair value of fixed rate securities will increase.  We conduct a periodic review and evaluation of the securities portfolio to determine if a decline in the fair value of any security below its cost basis is other-than-temporary.  Our evaluation of other-than-temporary impairment considers the duration and severity of the impairment, our intent and ability to hold the securities and our assessments of the reason for the decline in value and the likelihood of a near-term recovery.  We generally view changes in fair value caused by changes in interest rates as temporary, which is consistent with our experience.  If such decline is deemed other-than-temporary, the security is written down to a new cost basis and the resulting loss is charged to earnings as a component of non-interest income.  At December 31, 2008, we had 146 securities with an estimated fair value totaling $1.38 billion which had an unrealized loss totaling $41.3 million.  Primarily all of these securities are guaranteed by a GSE as issuer.  Of the securities in an unrealized loss position at December 31, 2008, $758.3 million, with an unrealized loss of $33.2 million, have been in a continuous unrealized loss position for more than twelve months.  At December 31, 2008, the impairments are deemed temporary based on the direct relationship of the decline in fair value to movements in interest rates, the estimated remaining life and high credit quality of the investments and our ability and intent to hold these investments until there is a full recovery of the unrealized loss, which may be until maturity.

During the year ended December 31, 2008, we recorded a $77.7 million OTTI charge in the third quarter to reduce the carrying amount of our investment in two issues of Freddie Mac perpetual preferred securities to the securities’ market values totaling $5.3 million as of September 30, 2008.  The decision to recognize the OTTI charge was based on the severity of the decline in the market values of these securities in the 2008 third quarter and the unlikelihood of any near-term market value recovery.  The significant decline in the market value occurred primarily as a result of the reported financial difficulties of Freddie Mac and the subsequent announcement, on September 7, 2008, by the Treasury and the FHFA that, among other things, Freddie Mac was being placed under conservatorship; that the FHFA was assuming the powers of Freddie Mac’s Board and management; and that dividends on Freddie Mac preferred stock were suspended indefinitely.  At December 31, 2008, our Freddie Mac stock had an unrealized loss of $4.2 million.  Based on the short duration of the unrealized loss and the likelihood of a near-term market value recovery, this impairment was not deemed to be other-than-temporary.  During the year ended December 31, 2007, we recorded a $20.5 million OTTI charge in the fourth quarter to reduce the carrying amount of our Freddie Mac securities to the securities’ market values totaling $83.0 million at December 31, 2007.  The decision to recognize the OTTI charge was based on the severity of the decline in the market values of these securities, caused by Freddie Mac’s announcement of negative financial results and capital raising activity during the fourth quarter of 2007, and the unlikelihood of any near-term market value recovery.

Liquidity and Capital Resources

Our primary source of funds is cash provided by principal and interest payments on loans and securities.  The most significant liquidity challenge we face is the variability in cash flows as a result of changes in mortgage refinance activity.  As mortgage interest rates increase, customers’ refinance activities tend to decelerate causing the cash flow from both our mortgage loan portfolio and our mortgage-backed

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securities portfolio to decrease.  When mortgage rates decrease, the opposite tends to occur.  Principal payments on loans and securities totaled $4.47 billion for the year ended December 31, 2008 and $3.98 billion for the year ended December 31, 2007.  The net increase in loan and securities repayments for the year ended December 31, 2008, compared to the year ended December 31, 2007, was primarily the result of an increase in loan repayments, due primarily to elevated levels of residential mortgage loan prepayments from refinance activity primarily in the first half of 2008 due to the decline in mortgage loan interest rates, partially offset by a decrease in securities repayments.

In addition to cash provided by principal and interest payments on loans and securities, our other sources of funds include cash provided by operating activities, deposits and borrowings.  Net cash provided by operating activities totaled $235.9 million for the year ended December 31, 2008 and $207.8 million for the year ended December 31, 2007.  Deposits increased $430.5 million during the year ended December 31, 2008 and decreased $174.6 million during the year ended December 31, 2007. The net increase in deposits for the year ended December 31, 2008 was primarily due to an increase in certificates of deposit, partially offset by decreases in all other deposit accounts, primarily Liquid CDs. The net decrease in deposits during the year ended December 31, 2007 was due to decreases in savings, money market and NOW and demand deposit accounts, partially offset by an increase in certificates of deposit.  We continued to experience intense competition for deposits during 2008; however, we have maintained our deposit pricing discipline.

Net borrowings decreased $219.4 million during the year ended December 31, 2008 and increased $348.7 million during the year ended December 31, 2007.  The decrease in net borrowings during the year ended December 31, 2008, was primarily the result of deposit growth which enabled us to repay a portion of matured borrowings.  The increase in net borrowings during the year ended December 31, 2007 was the result of our use of lower cost borrowings to fund some of our loan growth in the second half of 2007.

Our primary use of funds is for the origination and purchase of mortgage loans.  Gross mortgage loans originated and purchased during the year ended December 31, 2008 totaled $4.31 billion, of which $3.83 billion were originations and $479.1 million were purchases.  This compares to gross mortgage loans originated and purchased during the year ended December 31, 2007 totaling $4.23 billion, of which $3.82 billion were originations and $407.3 million were purchases.  Total mortgage loans originated include originations of loans held-for-sale totaling $134.8 million during the year ended December 31, 2008 and $203.7 million during the year ended December 31, 2007.  The increase in mortgage loan originations was primarily due to an increase in multi-family and commercial real estate loan originations.  During the second half of 2008 we were able to take advantage of favorable pricing opportunities on multi-family mortgage originations as a result of the widening spreads between one-to-four family and multi-family loan pricing.  However, we do not believe the current real estate market and economic environment support aggressively pursuing multi-family and commercial real estate loans given the additional risks associated with this type of lending.  As of December 31, 2008, we are only offering to originate multi-family and commercial real estate loans to select customers in New York and New Jersey.

We maintain liquidity levels to meet our operational needs in the normal course of our business.  The levels of our liquid assets during any given period are dependent on our operating, investing and financing activities.  Cash and due from banks and repurchase agreements, our most liquid assets, totaled $100.3 million at December 31, 2008, compared to $118.2 million at December 31, 2007.  At December 31, 2008, we had $1.41 billion in borrowings with a weighted average rate of 2.06% maturing over the next twelve months.  We have the flexibility to either repay or rollover these borrowings as they mature. The continued disruption in the credit markets has not impacted our ability to engage in ordinary course borrowings.  In addition, we had $7.25 billion in certificates of deposit and Liquid CDs at December 31, 2008 with a weighted average rate of 3.46% maturing over the next twelve months.  We expect to retain or replace a significant portion of such deposits based on our competitive pricing and historical experience.

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The following table details borrowing, certificate of deposit and Liquid CD maturities and their weighted average rates at December 31, 2008.

							Certificates of Deposit
	Borrowings						and Liquid CDs
				Weighted						Weighted
				Average						Average
(Dollars in Millions)	Amount			Rate			Amount			Rate
Contractual Maturity:
2009	$	1,413			2.06	%	$	7,253	(1)		3.46	%
2010		1,350	(2)		3.93			1,617			4.19
2011		1,025	(3)		3.78			599			4.39
2012		1,100	(4)		4.70			240			4.70
2013		-			-			163			4.20
2014 and thereafter		2,079	(5)		4.15			19			4.33
Total	$	6,967			3.72	%	$	9,891			3.68	%

(1) Includes $981.7 million of Liquid CDs with a weighted average rate of 2.32% and $6.27 billion of certificates of deposit with a weighted average rate of 3.63%.

(2) Includes $300.0 million of borrowings, with a weighted average rate of 3.88%, which are callable by the counterparty in 2009 and at various times thereafter.

(3) Includes $125.0 million of borrowings, with a weighted average rate of 4.89%, which are callable by the counterparty in 2009 and at various times thereafter.

(4) Includes $850.0 million of borrowings, with a weighted average rate of 4.39%, which are callable by the counterparty in 2009 and at various times thereafter.

(5) Includes $1.95 billion of borrowings, with a weighted average rate of 3.78%, which are callable by the counterparty in 2009 and at various times thereafter.

Additional sources of liquidity at the holding company level have included issuances of securities into the capital markets, including private issuances of trust preferred securities and senior debt.  Holding company debt obligations, which are included in other borrowings, are further described below.

Our Junior Subordinated Debentures total $128.9 million, have an interest rate of 9.75%, mature on November 1, 2029 and are prepayable, in whole or in part, at our option on or after November 1, 2009 at declining premiums to November 1, 2019, after which the Junior Subordinated Debentures are prepayable at par value.  The terms of the Junior Subordinated Debentures limit our ability to pay dividends or otherwise make distributions if we are in default or have elected to defer interest payments otherwise due under the Junior Subordinated Debentures.  Such limitations do not apply, however, to dividends payable in shares of our common stock or to stock that has been issued pursuant to our dividend reinvestment plan or our equity incentive plans.  The Junior Subordinated Debentures were issued to Astoria Capital Trust I as part of the transaction in which Astoria Capital Trust I privately issued trust preferred securities.

We have $250.0 million of 5.75% senior unsecured notes which are due in 2012 and are redeemable, in whole or in part, at any time at a “make-whole” redemption price, together with accrued interest to the redemption date.  The terms of these notes restrict our ability to sell, transfer or pledge as collateral the shares of Astoria Federal or any other significant subsidiary or of all, or substantially all, of the assets of Astoria Federal or any other significant subsidiary, other than in connection with a sale or transfer involving Astoria Financial Corporation.

On July 3, 2008, our 7.67% senior unsecured notes, which were issued in a private placement, matured and the remaining principal balance of $20.0 million was repaid.  As a result, we were released from the related debt covenants included in the terms of those notes.

We have elected to participate in the FDIC’s TLGP which permits the FDIC to guarantee certain newly-issued senior unsecured debt prior to June 30, 2009 and fully insure our non-interest bearing transaction deposit accounts.  The FDIC guaranty would be backed by the full faith and credit of the United States of America.  The availability of the FDIC guaranty is expected to enhance our ability to

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generate additional liquidity.  Additionally, we have elected not to participate in the CPP and we have no plans to issue senior unsecured debt.  For further discussion of the TLGP and CPP, see Item 1, “Business – Regulation and Supervision.”

Our ability to continue to access the capital markets for additional financing at favorable terms may be limited by, among other things, market demand, interest rates, our capital levels, Astoria Federal’s ability to pay dividends to Astoria Financial Corporation, our credit profile and ratings and our business model.  For further discussion of our debt obligations, see Note 8 of Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data.”

We also continue to receive periodic capital distributions from Astoria Federal, consistent with applicable laws and regulations.  During 2008, Astoria Federal paid dividends to Astoria Financial Corporation totaling $148.0 million.

Astoria Financial Corporation’s primary uses of funds include payment of dividends, payment of principal and interest on its debt obligations and repurchases of common stock.  Astoria Financial Corporation paid principal and interest on its debt obligations totaling $48.1 million in 2008.  Our payment of dividends and repurchases of our common stock, totaled $111.9 million in 2008.  Our ability to pay dividends, service our debt obligations and repurchase common stock is dependent primarily upon receipt of capital distributions from Astoria Federal.  Since Astoria Federal is a federally chartered savings association, there are limits on its ability to make distributions to Astoria Financial Corporation.  During 2008, we were required to file applications with the OTS for proposed capital distributions and we anticipate that in 2009 we will continue to be required to file such applications for proposed capital distributions.  For further discussion of limitations on capital distributions from Astoria Federal, see “Regulation and Supervision” in Item 1, “Business.”

We declared cash dividends on our common stock totaling $93.8 million during the year ended December 31, 2008 and $95.2 million during the year ended December 31, 2007.  On January 28, 2009, we declared a quarterly cash dividend of $0.13 per share on shares of our common stock, payable on March 2, 2009, to stockholders of record as of the close of business on February 17, 2009.  The decision to reduce the quarterly cash dividend was based on, among other things, the dividend payout ratio coupled with our strategy to retain capital in the current economic environment.

On April 18, 2007, our Board of Directors approved our twelfth stock repurchase plan authorizing the purchase of 10,000,000 shares, or approximately 10% of our common stock outstanding, in open-market or privately negotiated transactions. During the year ended December 31, 2008, we repurchased 755,000 shares of our common stock, at an aggregate cost of $18.1 million.  In total, as of December 31, 2008, we repurchased 1,892,700 shares of our common stock, at an aggregate cost of $46.9 million, under our twelfth stock repurchase plan.  As of December 31, 2008, we are not currently repurchasing additional shares of our common stock.  For further information on our common stock repurchases, see Item 5, “Market for Astoria Financial Corporation’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.”

See “Financial Condition” for further discussion of the changes in stockholders’ equity.

At December 31, 2008, Astoria Federal’s capital levels exceeded all of its regulatory capital requirements with a tangible capital ratio of 6.39%, leverage capital ratio of 6.39% and total risk-based capital ratio of 12.02%.  The minimum regulatory requirements are a tangible capital ratio of 1.50%, leverage capital ratio of 4.00% and total risk-based capital ratio of 8.00%.  As of December 31, 2008, Astoria Federal continues to be a well capitalized institution.

Off-Balance Sheet Arrangements and Contractual Obligations

We are a party to financial instruments with off-balance sheet risk in the normal course of our business in order to meet the financing needs of our customers and in connection with our overall IRR management strategy.  These instruments involve, to varying degrees, elements of credit, interest rate and liquidity risk.  In accordance with GAAP, these instruments are either not recorded in the consolidated financial

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statements or are recorded in amounts that differ from the notional amounts.  Such instruments primarily include lending commitments and lease commitments as described below.

Lending commitments include commitments to originate and purchase loans and commitments to fund unused lines of credit.  Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  We evaluate creditworthiness on a case-by-case basis.  Our maximum exposure to credit risk is represented by the contractual amount of the instruments.

In addition to our lending commitments, we have contractual obligations related to operating lease commitments.  Operating lease commitments are obligations under various non-cancelable operating leases on buildings and land used for office space and banking purposes.

Additionally, in connection with our mortgage banking activities, we have commitments to fund loans held-for-sale and commitments to sell loans which are considered derivative instruments.  Commitments to sell loans totaled $27.1 million at December 31, 2008 and represent obligations to sell loans either servicing retained or servicing released on a mandatory delivery or best efforts basis.  We enter into commitments to sell loans as an economic hedge against our pipeline of fixed rate loans which we originate primarily for sale into the secondary market.  The fair values of our mortgage banking derivative instruments are immaterial to our financial condition and results of operations.

The following table details our contractual obligations at December 31, 2008.

	Payments due by period
			Less than		One to		Three to		More than
(In Thousands)	Total		One Year		Three Years		Five Years		Five Years
Contractual Obligations:
Borrowings with original terms greater than three months	$	6,153,866	$	600,000	$	2,375,000	$	1,100,000	$	2,078,866
Minimum rental payments due under non-cancelable operating leases		74,147		7,388		13,733		12,346		40,680
Commitments to originate and purchase loans (1)		196,084		196,084		-		-		-
Commitments to fund unused lines of credit (2)		349,117		349,117		-		-		-
Total	$	6,773,214	$	1,152,589	$	2,388,733	$	1,112,346	$	2,119,546

(1) Commitments to originate and purchase loans include commitments to originate loans held-for-sale of $27.1 million.

(2) Unused lines of credit relate primarily to home equity lines of credit.

In addition to the contractual obligations previously discussed, we have liabilities for gross unrecognized tax benefits and interest and penalties related to uncertain tax positions.  For further information regarding these liabilities, see Note 11 of Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data.”  We also have contingent liabilities related to assets sold with recourse and standby letters of credit.  We are obligated under various recourse provisions associated with certain first mortgage loans we sold in the secondary market.  The principal balance of loans sold with recourse amounted to $383.9 million at December 31, 2008.  We estimate the liability for loans sold with recourse based on an analysis of our loss experience related to similar loans sold with recourse.  The carrying amount of this liability was immaterial at December 31, 2008.  We also have a collateralized repurchase obligation due to the sale of certain long-term fixed rate municipal revenue bonds to an investment trust fund for proceeds that approximated par value.  The trust fund has a put option that requires us to repurchase the securities for specified amounts prior to maturity under certain specified circumstances, as defined in the agreement.  The outstanding option balance on the agreement totaled $10.0 million at December 31, 2008.

Standby letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third party.  The guarantees generally extend for a term of up to one year and are fully collateralized.  For each guarantee issued, if the customer defaults on a payment or performance to the third party, we would have to perform under the guarantee.  Outstanding standby letters of credit totaled $245,000 at December 31, 2008.

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See Note 10 of Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data,” for additional information regarding our commitments and contingent liabilities.

Comparison of Financial Condition and Operating Results for the Years Ended December 31, 2008 and 2007

Financial Condition

Total assets increased $262.7 million to $21.98 billion at December 31, 2008, from $21.72 billion at December 31, 2007.  The increase in total assets primarily reflects increases in loans receivable and other assets, partially offset by a decrease in securities.

Our total loan portfolio increased $557.4 million to $16.71 billion at December 31, 2008, from $16.16 billion at December 31, 2007.  This increase was a result of the levels of our mortgage loan origination and purchase volume outpacing the levels of repayments during the year ended December 31, 2008.

Mortgage loans, net, increased $580.4 million to $16.37 billion at December 31, 2008, from $15.79 billion at December 31, 2007.  This increase was primarily due to an increase in our one-to-four family mortgage loan portfolio, partially offset by decreases in our commercial real estate, multi-family and construction loan portfolios.  Gross mortgage loans originated and purchased during the year ended December 31, 2008 totaled $4.31 billion, of which $3.83 billion were originations and $479.1 million were purchases.  This compares to gross mortgage loans originated and purchased during the year ended December 31, 2007 totaling $4.23 billion, of which $3.82 billion were originations and $407.3 million were purchases.  Total mortgage loans originated include originations of loans held-for-sale totaling $134.8 million during the year ended December 31, 2008 and $203.7 million during the year ended December 31, 2007.  The increase in mortgage loan originations was primarily due to an increase in multi-family and commercial real estate loan originations.  Mortgage loan repayments increased to $3.53 billion for the year ended December 31, 2008, from $2.79 billion for the year ended December 31, 2007.  The increase in mortgage loan repayments was primarily due to increased refinance activity and a decrease in interest rates, which occurred primarily during the first half of 2008.

Our mortgage loan portfolio, as well as our originations and purchases, continue to consist primarily of one-to-four family mortgage loans.  Our one-to-four family mortgage loans increased $721.3 million to $12.35 billion at December 31, 2008, from $11.63 billion at December 31, 2007, and represented 74.4% of our total loan portfolio at December 31, 2008.  The increase was primarily the result of strong levels of originations which outpaced repayments during the year ended December 31, 2008.  One-to-four family loan originations and purchases totaled $3.80 billion for the year ended December 31, 2008 and $3.82 billion for the year ended December 31, 2007.  During the year ended December 31, 2008, the loan-to-value ratio of our one-to-four family mortgage loan originations and purchases for portfolio, at the time of origination or purchase, averaged approximately 57% and the loan amount averaged approximately $675,000.

Our multi-family mortgage loan portfolio decreased $33.8 million to $2.91 billion at December 31, 2008, from $2.95 billion at December 31, 2007.  Our commercial real estate loan portfolio decreased $90.8 million to $941.1 million at December 31, 2008, from $1.03 billion at December 31, 2007.  Multi-family and commercial real estate loan originations totaled $514.2 million for the year ended December 31, 2008 and $410.4 million for the year ended December 31, 2007.  During the second half of 2008 we were able to take advantage of favorable pricing opportunities on multi-family mortgage originations as a result of the widening spreads between one-to-four family and multi-family loan pricing.  As previously discussed, we do not believe the current real estate market and economic environment support aggressively pursuing multi-family and commercial real estate loans given the additional risks associated with this type of lending.  During the year ended December 31, 2008, the loan-to-value ratio of our combined multi-family and commercial real estate loan originations, at the time of origination, averaged approximately 56% and the loan amount averaged approximately $2.0 million.

Our construction loan portfolio decreased $20.9 million to $56.8 million at December 31, 2008, from $77.7 million at December 31, 2007.  Our consumer and other loan portfolio, which is primarily

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comprised of home equity lines of credit, decreased $21.4 million to $335.4 million at December 31, 2008, from $356.8 million at December 31, 2007.  These decreases were primarily the result of our decision to not aggressively pursue the origination of such loans in the current economic environment, coupled with more stringent underwriting standards for home equity lines of credit implemented in the 2007 fourth quarter and during 2008.  Other assets increased $88.5 million to $219.9 million at December 31, 2008, from $131.4 million at December 31, 2007, primarily due to increases in the net deferred tax asset and REO.  For additional information on REO, see “Asset Quality.”

Securities decreased $333.5 million to $4.04 billion at December 31, 2008, from $4.37 billion at December 31, 2007.  This decrease was primarily the result of principal payments received of $781.5 million and the $77.7 million OTTI charge previously discussed under “Executive Summary” and “Critical Accounting Policies – Securities Impairment,” partially offset by purchases of $488.8 million and a decrease of $34.5 million in the net unrealized loss on our securities available-for-sale.  We may continue to purchase securities to offset principal payments received.  At December 31, 2008, our securities portfolio is comprised primarily of fixed rate REMIC and CMO securities.  The amortized cost of our fixed rate REMICs and CMOs totaled $3.99 billion at December 31, 2008 and had a weighted average current coupon of 4.33%, a weighted average collateral coupon of 5.71% and a weighted average life of 1.8 years.

Deposits increased $430.5 million to $13.48 billion at December 31, 2008, from $13.05 billion at December 31, 2007, primarily due to an increase in certificates of deposit, partially offset by decreases in all other deposit accounts, primarily Liquid CDs.  Certificates of deposit increased $1.01 billion to $8.91 billion at December 31, 2008, from $7.90 billion at December 31, 2007, primarily as a result of our marketing efforts and competitive pricing strategies.  Liquid CDs decreased $465.6 million to $981.7 million at December 31, 2008, from $1.45 billion at December 31, 2007.  Savings accounts decreased $58.8 million from December 31, 2007 to $1.83 billion at December 31, 2008.  Money market accounts decreased $44.8 million from December 31, 2007 to $289.1 million at December 31, 2008.  NOW and demand deposit accounts decreased $11.4 million from December 31, 2007 to $1.47 billion at December 31, 2008.  We continued to experience intense competition for deposits during 2008; however, we continued to maintain our deposit pricing discipline.

Total borrowings, net, decreased $219.4 million to $6.97 billion at December 31, 2008, from $7.18 billion at December 31, 2007, primarily due to a decrease in reverse repurchase agreements and the maturity of the remaining principal balance of $20.0 million on our 7.67% senior unsecured notes, partially offset by an increase in FHLB-NY advances.  The net decrease in total borrowings was primarily the result of deposit growth which enabled us to repay a portion of our matured borrowings.  For additional information, see “Liquidity and Capital Resources.”

Accrued expenses and other liabilities increased $77.0 million to $221.5 million at December 31, 2008, from $144.5 million at December 31, 2007.  This increase primarily reflects the decrease in the funded status of our defined benefit pension plans at December 31, 2008, compared to December 31, 2007, resulting from the decrease in the fair value of pension plan assets, and an increase in our official checks.  Prior to February 2008, we funded our liability for official checks daily through an outside processing service.  Effective February 2008, we discontinued using the outside processing service.  These increases in accrued expenses and other liabilities were partially offset by decreases in accrued interest payable on borrowings and income taxes payable at December 31, 2008, compared to December 31, 2007.  For additional information on the funded status of our defined benefit pension plans, see Note 14 of Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data.”

Stockholders’ equity decreased $29.6 million to $1.18 billion at December 31, 2008, from $1.21 billion at December 31, 2007.  The decrease in stockholders' equity was the result of dividends declared of $93.8 million, an increase in accumulated other comprehensive loss of $22.4 million and common stock repurchased of $18.1 million.  These decreases were partially offset by net income of $75.3 million, stock-based compensation and the allocation of shares held by the employee stock ownership plan, or ESOP, of $19.6 million and the effect of stock options exercised and related tax benefit of $9.4 million.  The increase in accumulated other comprehensive loss was primarily due to a decrease in the funded

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status of our defined benefit pension plans at December 31, 2008, compared to December 31, 2007, partially offset by a decrease in the net unrealized loss on our securities available-for-sale.

Results of Operations

General

Net income for the year ended December 31, 2008 decreased $49.5 million to $75.3 million, from $124.8 million for the year ended December 31, 2007.  Diluted earnings per common share decreased to $0.83 per share for the year ended December 31, 2008, from $1.36 per share for the year ended December 31, 2007.  Return on average assets decreased to 0.35% for the year ended December 31, 2008, from 0.58% for the year ended December 31, 2007.  Return on average stockholders’ equity decreased to 6.24% for the year ended December 31, 2008, from 10.39% for the year ended December 31, 2007.  Return on average tangible stockholders’ equity, which represents average stockholders’ equity less average goodwill, decreased to 7.37% for the year ended December 31, 2008, from 12.28% for the year ended December 31, 2007.  The decreases in the returns on average assets, average stockholders’ equity and average tangible stockholders’ equity for the year ended December 31, 2008, compared to the year ended December 31, 2007, were primarily due to the decrease in net income.

Our results of operations for the year ended December 31, 2008 include a $77.7 million, before-tax ($50.5 million, after-tax), OTTI charge to reduce the carrying amount of our investment in two issues of Freddie Mac perpetual preferred securities to the securities’ market values totaling $5.3 million at September 30, 2008.  This charge reduced diluted earnings per common share by $0.56 per share for the year ended December 31, 2008.  This charge also reduced our return on average assets by 23 basis points, return on average stockholders’ equity by 418 basis points, and return on average tangible stockholders’ equity by 493 basis points.  Our results of operations for the year ended December 31, 2007 include a $20.5 million, before-tax ($13.3 million, after-tax), OTTI charge to reduce the carrying amount of our investment in two issues of Freddie Mac perpetual preferred securities to the securities’ market values totaling $83.0 million at December 31, 2007.  This charge reduced diluted earnings per common share by $0.14 per share for the year ended December 31, 2007.  This charge also reduced our return on average assets by 6 basis points, return on average stockholders’ equity by 111 basis points, and return on average tangible stockholders’ equity by 131 basis points.  For further discussion of the OTTI charges, see “Executive Summary” and “Critical Accounting Policies - Securities Impairment.”

Net Interest Income

Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends primarily upon the volume of interest-earning assets and interest-bearing liabilities and the corresponding interest rates earned or paid. Our net interest income is significantly impacted by changes in interest rates and market yield curves and their related impact on cash flows.  See Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” for further discussion of the potential impact of changes in interest rates on our results of operations.

For the year ended December 31, 2008, net interest income increased $61.9 million to $395.4 million, from $333.5 million for the year ended December 31, 2007.  The net interest margin increased to 1.91% for the year ended December 31, 2008, from 1.62% for the year ended December 31, 2007.  The net interest rate spread increased to 1.80% for the year ended December 31, 2008, from 1.50% for the year ended December 31, 2007.  The average balance of net interest-earning assets decreased slightly to $612.6 million for the year ended December 31, 2008, from $614.0 million for the year ended December 31, 2007.

The increases in net interest income, the net interest margin and the net interest rate spread for the year ended December 31, 2008, compared to the year ended December 31, 2007, were due to a decrease in interest expense, partially offset by a decrease in interest income.  The decrease in interest expense for the year ended December 31, 2008, compared to the year ended December 31, 2007, was primarily due to decreases in the average costs of certificates of deposit, borrowings and Liquid CDs and a decrease in the average balance of Liquid CDs, partially offset by increases in the average balances of certificates of

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deposit and borrowings.  The decrease in interest income for the year ended December 31, 2008, compared to the year ended December 31, 2007, was primarily due to decreases in the average yields on our interest-earning assetsand decreases in the average balances of mortgage-backed and other securities and multi-family, commercial real estate and construction loans, partially offset by an increase in the average balance of one-to-four family mortgage loans.  Although interest income on one-to-four family mortgage loans increased for the year ended December 31, 2008, compared to the year ended December 31, 2007, net interest income, the net interest margin and the net interest rate spread were negatively impacted by accelerated loan premium amortization resulting from an increase in mortgage loan prepayments during the year ended December 31, 2008, primarily in the first half of 2008, compared to the year ended December 31, 2007.

The changes in average interest-earning assets and interest-bearing liabilities and their related yields and costs are discussed in greater detail under “Interest Income” and “Interest Expense.”

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Analysis of Net Interest Income

The following table sets forth certain information about the average balances of our assets and liabilities and their related yields and costs for the years ended December 31, 2008, 2007 and 2006.  Average yields are derived by dividing income by the average balance of the related assets and average costs are derived by dividing expense by the average balance of the related liabilities, for the periods shown.  Average balances are derived from average daily balances.  The yields and costs include amortization of fees, costs, premiums and discounts which are considered adjustments to interest rates.

	For the Year Ended December 31,
	2008								2007								2006
						Average								Average								Average
	Average					Yield/			Average					Yield/			Average					Yield/
(Dollars in Thousands)	Balance			Interest		Cost			Balance			Interest		Cost			Balance			Interest		Cost
Assets:
Interest-earning assets:
Mortgage loans (1):
One-to-four family	$	11,962,010		$	637,297		5.33	%	$	10,995,688		$	587,863		5.35	%	$	9,984,760		$	510,105		5.11	%
Multi-family, commercial real estate and construction		3,947,413			234,922		5.95			4,171,915			254,536		6.10			4,204,883			259,242		6.17
Consumer and other loans (1)		345,019			17,325		5.02			397,476			30,178		7.59			478,447			35,735		7.47
Total loans		16,254,442			889,544		5.47			15,565,079			872,577		5.61			14,668,090			805,082		5.49
Mortgage-backed and other securities (2)		4,194,320			185,160		4.41			4,850,753			219,040		4.52			5,946,591			267,535		4.50
Federal funds sold and repurchase agreements		88,650			1,939		2.19			39,838			2,071		5.20			131,418			6,410		4.88
FHLB-NY stock		207,535			13,068		6.30			167,651			11,634		6.94			143,002			7,787		5.45
Total interest-earning assets		20,744,947			1,089,711		5.25			20,623,321			1,105,322		5.36			20,889,101			1,086,814		5.20
Goodwill		185,151								185,151								185,151
Other non-interest-earning assets		820,216								753,377								786,062
Total assets	$	21,750,314							$	21,561,849							$	21,860,314
Liabilities and stockholders' equity:
Interest-bearing liabilities:
Savings	$	1,863,622			7,551		0.41		$	2,014,253			8,126		0.40		$	2,325,346			9,362		0.40
Money market		311,910			3,189		1.02			379,634			3,780		1.00			536,549			5,287		0.99
NOW and demand deposit		1,470,402			1,290		0.09			1,465,463			951		0.06			1,500,131			877		0.06
Liquid CDs		1,225,153			36,792		3.00			1,549,774			73,352		4.73			1,092,533			50,460		4.62
Total core deposits		4,871,087			48,822		1.00			5,409,124			86,209		1.59			5,454,559			65,986		1.21
Certificates of deposit		8,192,114			345,075		4.21			7,823,767			369,830		4.73			7,539,840			318,784		4.23
Total deposits		13,063,201			393,897		3.02			13,232,891			456,039		3.45			12,994,399			384,770		2.96
Borrowings		7,069,155			300,430		4.25			6,776,394			315,755		4.66			7,242,568			311,659		4.30
Total interest-bearing liabilities		20,132,356			694,327		3.45			20,009,285			771,794		3.86			20,236,967			696,429		3.44
Non-interest-bearing liabilities		410,082								351,080								349,170
Total liabilities		20,542,438								20,360,365								20,586,137
Stockholders' equity		1,207,876								1,201,484								1,274,177
Total liabilities and stockholders' equity	$	21,750,314							$	21,561,849							$	21,860,314
Net interest income/ net interest rate spread (3)				$	395,384		1.80	%				$	333,528		1.50	%				$	390,385		1.76	%
Net interest-earning assets/ net interest margin (4)	$	612,591					1.91	%	$	614,036					1.62	%	$	652,134					1.87	%
Ratio of interest-earning assets to interest-bearing liabilities		1.03	x							1.03	x							1.03	x

(1) Mortgage loans and consumer and other loans include loans held-for-sale and non-performing loans and exclude the allowance for loan losses.

(2) Securities available-for-sale are included at average amortized cost.

(3) Net interest rate spread represents the difference between the average yield on average interest-earning assets and the average cost of average interest-bearing liabilities.

(4) Net interest margin represents net interest income divided by average interest-earning assets.

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Rate/Volume Analysis

The following table presents the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected our interest income and interest expense during the periods indicated.  Information is provided in each category with respect to (1) the changes attributable to changes in volume (changes in volume multiplied by prior rate), (2) the changes attributable to changes in rate (changes in rate multiplied by prior volume), and (3) the net change.  The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.

	Year Ended December 31, 2008									Year Ended December 31, 2007
	Compared to									Compared to
	Year Ended December 31, 2007									Year Ended December 31, 2006
	Increase (Decrease)									Increase (Decrease)
(In Thousands)	Volume			Rate			Net			Volume			Rate			Net
Interest-earning assets:
Mortgage loans:
One-to-four family	$	51,636		$	(2,202	)	$	49,434		$	53,118		$	24,640		$	77,758
Multi-family, commercial real estate and construction		(13,462	)		(6,152	)		(19,614	)		(1,923	)		(2,783	)		(4,706	)
Consumer and other loans		(3,604	)		(9,249	)		(12,853	)		(6,124	)		567			(5,557	)
Mortgage-backed and other securities		(28,716	)		(5,164	)		(33,880	)		(49,675	)		1,180			(48,495	)
Federal funds sold and repurchase agreements		1,539			(1,671	)		(132	)		(4,735	)		396			(4,339	)
FHLB-NY stock		2,580			(1,146	)		1,434			1,487			2,360			3,847
Total		9,973			(25,584	)		(15,611	)		(7,852	)		26,360			18,508
Interest-bearing liabilities:
Savings		(733	)		158			(575	)		(1,236	)		-			(1,236	)
Money market		(668	)		77			(591	)		(1,561	)		54			(1,507	)
NOW and demand deposit		2			337			339			(21	)		95			74
Liquid CDs		(13,314	)		(23,246	)		(36,560	)		21,660			1,232			22,892
Certificates of deposit		16,975			(41,730	)		(24,755	)		12,333			38,713			51,046
Borrowings		13,253			(28,578	)		(15,325	)		(20,885	)		24,981			4,096
Total		15,515			(92,982	)		(77,467	)		10,290			65,075			75,365
Net change in net interest income	$	(5,542	)	$	67,398		$	61,856		$	(18,142	)	$	(38,715	)	$	(56,857	)

Interest Income

Interest income for the year ended December 31, 2008 decreased $15.6 million to $1.09 billion, from $1.11 billion for the year ended December 31, 2007.  This decrease was primarily the result of a decrease in the average yield on interest-earning assets to 5.25% for the year ended December 31, 2008, from 5.36% for the year ended December 31, 2007, partially offset by an increase of $121.6 million in the average balance of interest-earning assets to $20.74 billion for the year ended December 31, 2008, from $20.62 billion for the year ended December 31, 2007.  The decrease in the average yield on interest-earning assets was the result of decreases in the average yields on all asset categories.  The increase in the average balance of interest-earning assets was primarily due to increases in the average balances of total loans, federal funds sold and repurchase agreements and FHLB-NY stock, partially offset by a decrease in the average balance of mortgage-backed and other securities.

Interest income on one-to-four family mortgage loans increased $49.4 million to $637.3 million for the year ended December 31, 2008, from $587.9 million for the year ended December 31, 2007, which was primarily the result of an increase of $966.3 million in the average balance of such loans. The increase in the average balance of one-to-four family mortgage loans was the result of strong levels of originations and purchases which have out paced the levels of repayments over the past year. The average yield was 5.33% for the year ended December 31, 2008 and 5.35% for the year ended December 31, 2007.  The decrease in the average yield for the year ended December 31, 2008 was primarily the result of an

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increase in loan premium amortization resulting from an increase in mortgage loan prepayments during the year ended December 31, 2008, primarily in the first half of 2008, compared to the year ended December 31, 2007.  Net premium amortization on one-to-four family mortgage loans increased $7.8 million to $27.3 million for the year ended December 31, 2008, from $19.5 million for the year ended December 31, 2007.

Interest income on multi-family, commercial real estate and construction loans decreased $19.6 million to $234.9 million for the year ended December 31, 2008, from $254.5 million for the year ended December 31, 2007, which was primarily the result of a decrease of $224.5 million in the average balance of such loans, coupled with a decrease in the average yield to 5.95% for the year ended December 31, 2008, from 6.10% for the year ended December 31, 2007.  The decrease in the average balance of multi-family, commercial real estate and construction loans reflects the levels of repayments which outpaced the levels of originations over the past year.  Our originations of multi-family, commercial real estate and construction loans have declined over the past several years due primarily to the competitive market pricing and our decision to not aggressively pursue such loans under prevailing market conditions.  However, originations of such loans increased during the year ended December 31, 2008, compared to the year ended December 31, 2007, as we were able to take advantage of favorable pricing opportunities on multi-family mortgage originations in the second half of 2008.  The decrease in the average yield on multi-family, commercial real estate and construction loans reflects new loan originations at lower interest rates than the rates on the loans being repaid and/or remaining in the portfolio, coupled with a decrease in prepayment penalties.  Prepayment penalties decreased $1.9 million to $4.9 million for the year ended December 31, 2008, from $6.8 million for the year ended December 31, 2007.

Interest income on consumer and other loans decreased $12.9 million to $17.3 million for the year ended December 31, 2008, from $30.2 million for the year ended December 31, 2007, primarily due to a decrease in the average yield to 5.02% for the year ended December 31, 2008, from 7.59% for the year ended December 31, 2007, coupled with a decrease of $52.5 million in the average balance of the portfolio.  The decrease in the average yield on consumer and other loans was primarily the result of a decrease in the average yield on our home equity lines of credit which are adjustable rate loans which generally reset monthly and are indexed to the prime rate which decreased 100 basis points during the second half of 2007 and 400 basis points during 2008.  Home equity lines of credit represented 91.8% of this portfolio at December 31, 2008.  The decrease in the average balance of consumer and other loans was primarily the result of our decision to not aggressively pursue the origination of home equity lines of credit in the current economic environment, coupled with more stringent underwriting standards implemented in the 2007 fourth quarter and during 2008.

Interest income on mortgage-backed and other securities decreased $33.8 million to $185.2 million for the year ended December 31, 2008, from $219.0 million for the year ended December 31, 2007.  This decrease was primarily the result of a decrease of $656.4 million in the average balance of the portfolio, coupled with a decrease in the average yield to 4.41% for the year ended December 31, 2008, from 4.52% for the year ended December 31, 2007.  The decrease in the average balance of mortgage-backed and other securities reflects our strategy in 2007 of reducing the securities portfolio through normal cash flow, coupled with repayments exceeding securities purchased in 2008.  The decrease in the average yield on mortgage-backed and other securities includes the effect of the suspension of dividend payments during the 2008 third quarter by the FHFA on our investment in two issues of Freddie Mac perpetual preferred securities.

Dividend income on FHLB-NY stock increased $1.5 million to $13.1 million for the year ended December 31, 2008, from $11.6 million for the year ended December 31, 2007, primarily due to an increase of $39.9 million in the average balance, partially offset by a decrease in the average yield to 6.30% for the year ended December 31, 2008, from 6.94% for the year ended December 31, 2007.  The increase in the average balance reflects the increase in the levels of FHLB-NY borrowings during 2008 compared to 2007.  The decrease in the average yield was the result of decreases in the dividend rates paid by the FHLB-NY during the second half of 2008, particularly in the 2008 fourth quarter.  We anticipate a further reduction in dividend income on FHLB-NY stock in 2009.  On January 22, 2009, the FHLB-NY declared an initial dividend to be paid to member financial institutions on January 30, 2009 at

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the rate of 1.09% (annualized), with consideration of a supplement to that dividend after the FHLB-NY completes its OTTI review of its securities portfolio.

Interest Expense

Interest expense for the year ended December 31, 2008 decreased $77.5 million to $694.3 million, from $771.8 million for the year ended December 31, 2007.  This decrease was primarily the result of a decrease in the average cost of total interest-bearing liabilities to 3.45% for the year ended December 31, 2008, from 3.86% for the year ended December 31, 2007, partially offset by an increase of $123.1 million in the average balance of interest-bearing liabilities to $20.13 billion for the year ended December 31, 2008, from $20.01 billion for the year ended December 31, 2007.  The decrease in the average cost of interest-bearing liabilities was primarily due to decreases in the average costs of certificates of deposit, borrowings and Liquid CDs.  The increase in the average balance of interest-bearing liabilities was primarily due to increases in the average balances of certificates of deposit and borrowings, partially offset by decreases in the average balances in all other deposit accounts, primarily Liquid CDs.

Interest expense on deposits decreased $62.1 million to $393.9 million for the year ended December 31, 2008, from $456.0 million for the year ended December 31, 2007, primarily due to a decrease in the average cost of total deposits to 3.02% for the year ended December 31, 2008, from 3.45% for the year ended December 31, 2007.  The decrease in the average cost of total deposits was primarily due to the impact of the decline in short-term interest rates over the past year on our certificates of deposit and our Liquid CDs which matured and were replaced at lower interest rates.  The average balance of total deposits decreased $169.7 million.  The decrease in the average balance of total deposits was primarily due to decreases in the average balances of Liquid CDs, savings accounts and money market accounts, primarily as a result of continued competition for these types of deposits, partially offset by an increase in the average balance of certificates of deposit.

Interest expense on Liquid CDs decreased $36.6 million to $36.8 million for the year ended December 31, 2008, from $73.4 million for the year ended December 31, 2007, primarily due to a decrease in the average cost to 3.00% for the year ended December 31, 2008, from 4.73% for the year ended December 31, 2007, coupled with a decrease of $324.6 million in the average balance.  The decrease in the average cost of Liquid CDs reflects the decline in short-term interest rates over the past year.  The decrease in the average balance of Liquid CDs was primarily a result of our decision to maintain our pricing discipline over the past year as short-term interest rates declined.

Interest expense on certificates of deposit decreased $24.7 million to $345.1 million for the year ended December 31, 2008, from $369.8 million for the year ended December 31, 2007, primarily due to a decrease in the average cost to 4.21% for the year ended December 31, 2008, from 4.73% for the year ended December 31, 2007, partially offset by an increase of $368.3 million in the average balance.  The decrease in the average cost of certificates of deposit reflects the impact of the decrease in interest rates over the past year as certificates of deposit at higher rates matured and were replaced at lower interest rates.  During the year ended December 31, 2008, $8.60 billion of certificates of deposit, with a weighted average rate of 4.38% and a weighted average maturity at inception of thirteen months, matured and $9.26 billion of certificates of deposit were issued or repriced, with a weighted average rate of 3.49% and a weighted average maturity at inception of eleven months.  The increase in the average balance of certificates of deposit was primarily a result of the success of our marketing efforts and competitive pricing strategies.

Interest expense on borrowings for the year ended December 31, 2008 decreased $15.4 million to $300.4 million, from $315.8 million for the year ended December 31, 2007, primarily due to a decrease in the average cost to 4.25% for the year ended December 31, 2008, from 4.66% for the year ended December 31, 2007, partially offset by an increase of $292.8 million in the average balance.  The decrease in the average cost of borrowings reflects the impact of the decline in short-term interest rates over the past year on our short-term and variable rate borrowings, coupled with the downward repricing of borrowings which matured and were refinanced during 2008.  The increase in the average balance of borrowings was

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primarily the result of our use of lower cost borrowings to fund some of our loan growth during the second half of 2007 and the third quarter of 2008.

Provision for Loan Losses

We continue to closely monitor the local and national real estate markets and other factors related to risks inherent in our loan portfolio.  During 2008, the continued deterioration of the housing and real estate markets, and increasing weakness in the overall economy, contributed to an increase in our delinquencies, non-performing loans and net loan charge-offs.  As a geographically diversified residential lender, we have been affected by negative consequences arising from the ongoing economic recession and, in particular, a sharp downturn in the housing industry nationally, as well as economic and housing industry weaknesses in the New York metropolitan area specifically.  We are particularly vulnerable to a job loss recession.  Based on our evaluation of the issues regarding the continued deterioration of the housing and real estate markets and the overall economy, coupled with the increase in and composition of our delinquencies, non-performing loans, net loan charge-offs and overall loan portfolio, we determined that a significant increase in the provision for loan losses was warranted during the year ended December 31, 2008.

The provision for loan losses totaled $69.0 million for the year ended December 31, 2008 and $2.5 million for the year ended December 31, 2007.  The increase in the provision for loan losses for the year ended December 31, 2008, compared to the year ended December 31, 2007, reflects the continued higher levels of non-performing loans and net loan charge-offs experienced since the second half of 2007, coupled with the significant rise in unemployment during the 2008 fourth quarter.  The allowance for loan losses was $119.0 million at December 31, 2008 and $78.9 million at December 31, 2007.  The allowance for loan losses as a percentage of total loans was 0.71% at December 31, 2008 and 0.49% at December 31, 2007.  The allowance for loan losses as a percentage of non-performing loans decreased to 49.88% at December 31, 2008, from 115.97% at December 31, 2007, primarily due to an increase in non-performing loans.  The increase in non-performing loans during 2008 resulted in a deterioration in our ratio of the allowance for loan losses to non-performing loans.  Historically, our non-performing loans have been a negligible percentage of our total loan portfolio and our ratio of the allowance for loan losses to total loans was a more relevant factor in our assessment of the adequacy of the total allowance for loan losses.  As such, our ratio of the allowance for loan losses to non-performing loans was exceptionally high and did not serve as a reasonable measure of the adequacy of our allowance for loan losses.  As our non-performing loans have increased, our ratio of the allowance for loan losses to non-performing loans has been declining and has become a more relevant factor in our assessment process.  We believe the ratio is at an appropriate level after consideration of the composition of our non-performing loans, our recent loss experience and the similar ratios of certain local peers.  The increases in non-performing loans during any period are taken into account when determining the allowance for loan losses because the coverage ratios we apply to our non-performing loans are higher than the coverage ratios applied to our performing loans.  Additionally, as required by our primary regulator, the OTS, we update our collateral values on one-to-four family loans which are 180 days past due.  If the estimated fair value of the loan collateral less estimated selling costs is less than the recorded investment in the loan, a charge-off of the difference is recorded to reduce the loan to its fair value less estimated selling costs.  Therefore certain losses inherent in our non-performing one-to-four family loans are being recognized at 180 days of delinquency and accordingly are charged off.  There are no material assumptions relied on by management which may not be apparent in our disclosures or reflected in our asset quality ratios and activity in the allowance for loan losses.  We believe our allowance for loan losses has been established and maintained at levels that reflect the risks inherent in our loan portfolio, giving consideration to the composition and size of our loan portfolio, delinquencies, charge-off experience and non-accrual and non-performing loans.  The balance of our allowance for loan losses represents management’s best estimate of the probable inherent losses in our loan portfolio at December 31, 2008 and December 31, 2007.

We review our allowance for loan losses on a quarterly basis.  Material factors considered during our quarterly review are our loss experience, the composition and direction of loan delinquencies and the impact of current economic conditions.  Net loan charge-offs totaled $28.9 million, or eighteen basis points of average loans outstanding for the year ended December 31, 2008, compared to $3.5 million, or

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two basis points of average loans outstanding for the year ended December 31, 2007.  The increase in net loan charge-offs was primarily due to increases in net charge-offs related to one-to-four family and multi-family mortgage loans.

The composition of our loan portfolio, by property type, has remained relatively consistent over the last several years.  At December 31, 2008, our loan portfolio was comprised of 74% one-to-four family mortgage loans, 18% multi-family mortgage loans, 6% commercial real estate loans and 2% other loan categories.  Our average loan-to-value ratios upon origination have been low overall, have been consistent over the past several years and provide some level of protection in the event of default should property values decline.  At December 31, 2008, the average loan-to-value ratio of our mortgage loan portfolio was less than 65% based on current principal balances and original appraisal values.  However, the markets in which we lend have experienced significant declines in real estate values which we have taken into account in evaluating our allowance for loan losses.  No assurance can be given in any particular case that our loan-to-value ratios will provide full protection in the event of borrower default.

Our non-performing loans, which are comprised primarily of mortgage loans, increased $170.5 million to $238.6 million, or 1.43% of total loans, at December 31, 2008, from $68.1 million, or 0.42% of total loans, at December 31, 2007.  This increase, which occurred throughout 2008, was primarily due to an increase in non-performing one-to-four family and multi-family mortgage loans.  Despite the increase in non-performing loans at December 31, 2008, our non-performing loans continue to remain at low levels relative to the size of our loan portfolio.

We continue to adhere to prudent underwriting standards.  We underwrite our one-to-four family mortgage loans primarily based upon our evaluation of the borrower’s ability to pay.  We generally do not obtain updated estimates of collateral value for loans until classified or requested by our Asset Classification Committee, or, in the case of one-to-four family loans, when such loans are 180 days delinquent.  We monitor property value trends in our market areas to determine what impact, if any, such trends may have on our loan-to-value ratios and the adequacy of the allowance for loan losses.  Based on our review of property value trends, including updated estimates of collateral value on classified loans and related loan charge-offs, we believe the deterioration in the housing market continues to have a negative impact on the value of our non-performing loan collateral as of December 31, 2008.

For further discussion of the methodology used to determine the allowance for loan losses, see “Critical Accounting Policies-Allowance for Loan Losses” and for further discussion of our loan portfolio composition and non-performing loans, see “Asset Quality.”

Non-Interest Income

Non-interest income for the year ended December 31, 2008 decreased $64.6 million to $11.2 million, from $75.8 million for the year ended December 31, 2007,  primarily due to an OTTI charge of $77.7 million for the year ended December 31, 2008, compared to $20.5 million for the year ended December 31, 2007.   For further discussion of the OTTI charges, see “Executive Summary” and “Critical Accounting Policies - Securities Impairment.”  In addition, gain on sales of securities, other non-interest income and mortgage banking income, net, decreased for the year ended December 31, 2008, compared to the year ended December 31, 2007.  The decrease in gain on sales of securities is the result of a gain of $2.2 million related to the sale of an equity security in 2007.  There were no sales of securities during 2008.  Other non-interest income decreased $1.8 million to $6.1 million for the year ended December 31, 2008, primarily due to a gain recognized in the 2007 second quarter related to insurance proceeds from an individual life insurance policy on a former executive.

Mortgage banking loss/income, net, which includes loan servicing fees, net gain on sales of loans, amortization of MSR and valuation allowance adjustments for the impairment of MSR, decreased $1.8 million to a net loss of $457,000 for the year ended December 31, 2008, compared to net income of $1.3 million for the year ended December 31, 2007.  This decrease was primarily due to the provision recorded in the valuation allowance for the impairment of MSR of $2.4 million for the year ended December 31, 2008, compared to $951,000 for the year ended December 31, 2007.  The increase in the provision for the

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year ended December 31, 2008, compared to the year ended December 31, 2007, reflects the lack of market demand for MSR due to the turmoil in the credit market which has negatively impacted the pricing of loan servicing, coupled with an increase in the projected loan prepayment speeds at December 31, 2008.

Non-Interest Expense

Non-interest expense increased $2.0 million to $233.3 million for the year ended December 31, 2008, from $231.3 million for the year ended December 31, 2007.  The increase in non-interest expense was attributable to increases in compensation and benefits expense, occupancy, equipment and systems expense, federal deposit insurance premiums and advertising expense, partially offset by a decrease in other expense.  Our percentage of general and administrative expense to average assets was 1.07% for the years ended December 31, 2008 and 2007.

As a result of the failures of a number of banks and thrifts during 2008, there have been significant losses incurred by the DIF, resulting in a decline in the DIF reserve ratio below the minimum reserve ratio of 1.15%.  In response, on October 7, 2008, the FDIC adopted a restoration plan and proposal to increase the DIF through an increase in the rates banks pay for deposit insurance beginning in 2009.  As currently written, the proposal will result in a significant increase in our federal deposit insurance premiums which will have a material impact on our results of operations beginning in 2009.  For further discussion of the FDIC restoration plan and proposal, see Item 1, “Business – Regulation and Supervision” and Item 1A, “Risk Factors.”

Our net periodic pension cost, which totaled $2.5 million for the year ended December 31, 2008 and is included in compensation and benefits expense, is expected to increase to approximately $14.5 million for the year ending December 31, 2009.  This increase is primarily the result of a decrease in the fair value of pension plan assets resulting from the decline in the equities markets during 2008 which contributed to the significant increase in the net actuarial loss included in accumulated other comprehensive loss as of December 31, 2008.

Income Tax Expense

For the year ended December 31, 2008, income tax expense totaled $29.0 million, representing an effective tax rate of 27.8%, compared to $50.7 million, representing an effective tax rate of 28.9%, for the year ended December 31, 2007.  The decrease in the effective tax rate for the year ended December 31, 2008 was primarily the result of a decrease in pre-tax book income without any significant change in the amount of permanent differences, such as tax exempt income, coupled with a decrease in net unrecognized tax benefits and related accrued interest resulting from the release of accruals for previous tax positions that statutorily expired during the 2008 third quarter.  For additional information regarding net unrecognized tax benefits, see Note 11 of Notes to Consolidated Financial Statements in Item 8, “Financial Statements and Supplementary Data.”

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Comparison of Financial Condition and Operating Results for the Years Ended December 31, 2007 and 2006

Financial Condition

Total assets increased $164.8 million to $21.72 billion at December 31, 2007, from $21.55 billion at December 31, 2006.  The increase in total assets primarily reflects an increase in loans receivable, partially offset by a decrease in securities.

Our total loan portfolio increased $1.19 billion to $16.16 billion at December 31, 2007, from $14.97 billion at December 31, 2006.  This increase was primarily a result of an increase in our mortgage loan portfolio.  Mortgage loans, net, increased $1.26 billion to $15.79 billion at December 31, 2007, from $14.53 billion at December 31, 2006.  This increase was primarily due to an increase in our one-to-four family mortgage loan portfolio, partially offset by decreases in our multi-family, commercial real estate and construction mortgage loan portfolios.  Gross mortgage loans originated and purchased during the year ended December 31, 2007 totaled $4.23 billion, of which $3.82 billion were originations and $407.3 million were purchases.  This compares to gross mortgage loans originated and purchased during the year ended December 31, 2006 totaling $3.43 billion, of which $3.05 billion were originations and $385.6 million were purchases.  Total mortgage loans originated include originations of loans held-for-sale totaling $203.7 million during the year ended December 31, 2007 and $232.2 million during the year ended December 31, 2006.  The increase in mortgage loan originations is the result of an increase in one-to-four family loan originations, partially offset by a decrease in multi-family and commercial real estate loan originations.  Mortgage loan repayments increased to $2.79 billion for the year ended December 31, 2007, from $2.58 billion for the year ended December 31, 2006.

Our mortgage loan portfolio, as well as our originations and purchases, continue to consist primarily of one-to-four family mortgage loans.  Our one-to-four family mortgage loans increased $1.42 billion to $11.63 billion at December 31, 2007, from $10.21 billion at December 31, 2006, and represented 72.5% of our total loan portfolio at December 31, 2007.  One-to-four family loan originations and purchases totaled $3.82 billion for the year ended December 31, 2007 and $2.73 billion for the year ended December 31, 2006.  The increase in one-to-four family loan originations is primarily attributable to mortgage refinance opportunities, our competitive pricing and the dislocations in the secondary residential mortgage market.

Our multi-family mortgage loan portfolio decreased $42.0 million to $2.95 billion at December 31, 2007, from $2.99 billion at December 31, 2006.  Our commercial real estate loan portfolio decreased $68.4 million to $1.03 billion at December 31, 2007, from $1.10 billion at December 31, 2006.  Multi-family and commercial real estate loan originations totaled $410.4 million for the year ended December 31, 2007 and $664.4 million for the year ended December 31, 2006.  We do not believe that current market pricing for multi-family and commercial real estate loans supports aggressively pursuing such loans given the additional risks associated with this type of lending.  At December 31, 2007, the average loan balance within our combined multi-family and commercial real estate portfolio continues to be less than $1.0 million and the average loan-to-value ratio, based on current principal balance and original appraised value, continues to be less than 65%.

Our construction loan portfolio decreased $62.5 million to $77.7 million at December 31, 2007, from $140.2 million at December 31, 2006.  This decrease is primarily the result of our decision to not pursue these types of loans in the current real estate market.  Our consumer and other loan portfolio decreased $74.0 million to $356.8 million at December 31, 2007, from $430.8 million at December 31, 2006.  This decrease is primarily the result of a decline in consumer demand for home equity lines of credit resulting from higher interest rates due to the increases in the prime rate during the first half of 2006.

Securities decreased $968.8 million to $4.37 billion at December 31, 2007, from $5.34 billion at December 31, 2006.  This decrease, which reflects our strategy of reducing the securities portfolio, was primarily the result of principal payments received.  At December 31, 2007, our securities portfolio is comprised primarily of fixed rate REMIC and CMO securities.  The amortized cost of our fixed rate

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REMICs and CMOs totaled $4.27 billion at December 31, 2007 and had a weighted average current coupon of 4.27%, a weighted average collateral coupon of 5.73% and a weighted average life of 3.1 years.

Deposits decreased $174.6 million to $13.05 billion at December 31, 2007, from $13.22 billion at December 31, 2006, primarily due to decreases in savings, money market and NOW and demand deposit accounts, partially offset by an increase in certificates of deposit.  We continue to experience intense competition for deposits.  During the second half of 2007, as short-term market interest rates declined, certain larger financial institutions attempted to sustain their liquidity by offering retail deposits at above market rates.  In response, we have maintained our deposit pricing discipline, which has resulted in net deposit outflows, and instead have taken advantage of lower cost borrowings for funding some of our loan growth during the second half of 2007.  Savings accounts decreased $237.8 million from December 31, 2006 to $1.89 billion at December 31, 2007.  Money market accounts decreased $101.7 million from December 31, 2006 to $333.9 million at December 31, 2007. NOW and demand deposit accounts decreased $18.6 million from December 31, 2006 to $1.48 billion at December 31, 2007.  The decreases in savings, money market and NOW and demand deposit accounts for the year ended December 31, 2007 were significantly lower than the decreases we had experienced during the year ended December 31, 2006.  Certificates of deposit increased $183.7 million to $7.90 billion at December 31, 2007, from $7.71 billion at December 31, 2006.  Our certificates of deposit increased primarily as a result of the success of our marketing efforts and competitive pricing strategies during the first half of 2007.

Total borrowings, net, increased $348.7 million to $7.18 billion at December 31, 2007, from $6.84 billion at December 31, 2006, primarily due to an increase in FHLB-NY advances, partially offset by a decrease in reverse repurchase agreements.  The net increase in total borrowings is a result of our use of lower cost borrowings to fund some of our loan growth in the second half of 2007.

Stockholders’ equity decreased to $1.21 billion at December 31, 2007, from $1.22 billion at December 31, 2006.  The decrease in stockholders' equity was the result of dividends declared of $95.2 million and common stock repurchased of $80.1 million.  These decreases were partially offset by net income of $124.8 million, other comprehensive income, net of tax, of $18.9 million, stock-based compensation and the allocation of shares held by the ESOP of $16.3 million and the effect of stock options exercised and related tax benefit of $11.3 million.  The increase in other comprehensive income is primarily due to the net increase in the fair value of our securities available-for-sale, due primarily to the write-down of the Freddie Mac preferred stock, coupled with an increase in the funded status of our pension and other postretirement benefits plans at December 31, 2007 as compared to December 31, 2006.

Results of Operations

General

Net income for the year ended December 31, 2007 decreased $50.1 million to $124.8 million, from $174.9 million for the year ended December 31, 2006.  Diluted earnings per common share decreased to $1.36 per share for the year ended December 31, 2007, from $1.80 per share for the year ended December 31, 2006.  Return on average assets decreased to 0.58% for the year ended December 31, 2007, from 0.80% for the year ended December 31, 2006.  Return on average stockholders’ equity decreased to 10.39% for the year ended December 31, 2007, from 13.73% for the year ended December 31, 2006.  Return on average tangible stockholders’ equity decreased to 12.28% for the year ended December 31, 2007, from 16.06% for the year ended December 31, 2006.  The decreases in the returns on average assets, average stockholders’ equity and average tangible stockholders’ equity for the year ended December 31, 2007, compared to the year ended December 31, 2006, were primarily due to the decrease in net income.

Our results of operations for the year ended December 31, 2007 include a $20.5 million, before-tax ($13.3 million, after-tax), OTTI charge to reduce the carrying amount of our investment in two issues of Freddie Mac perpetual preferred securities to the securities’ market values totaling $83.0 million at December 31, 2007.  This charge reduced diluted earnings per common share by $0.14 per share for the year ended

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December 31, 2007.  This charge also reduced our return on average assets by 6 basis points, return on average stockholders’ equity by 111 basis points, and return on average tangible stockholders’ equity by 131 basis points.  For a further discussion of the OTTI charge, see “Critical Accounting Policies - Securities Impairment.”

Net Interest Income

For the year ended December 31, 2007, net interest income decreased $56.9 million to $333.5 million, from $390.4 million for the year ended December 31, 2006.  The decrease in net interest income for the year ended December 31, 2007 was primarily the result of an increase in interest expense due to the upward repricing of our liabilities which are more sensitive to increases in interest rates than our assets, partially offset by an increase in interest income.  While the U.S. Treasury yield curve remained flat-to-inverted during 2006 and the first half of 2007, it did so at progressively higher levels of interest rates.  These higher interest rates, coupled with a very competitive environment for deposits, resulted in significant increases in the costs of our certificates of deposit, borrowings and Liquid CDs.

The net interest margin decreased to 1.62% for the year ended December 31, 2007, from 1.87% for the year ended December 31, 2006.  The net interest rate spread decreased to 1.50% for the year ended December 31, 2007, from 1.76% for the year ended December 31, 2006.  The decreases in the net interest margin and net interest rate spread were primarily due to the cost of our interest-bearing liabilities rising more rapidly than the yield on our interest-earning assets.  Our Liquid CDs, certificates of deposit and borrowings reprice more frequently, reflecting increases in interest rates more rapidly, than our mortgage loans and securities which have longer repricing intervals and terms.  In addition, the average balances of our Liquid CDs and certificates of deposit, which have a higher average cost than our other deposit products, have increased significantly.  The average balance of net interest-earning assets decreased $38.1 million to $614.0 million for the year ended December 31, 2007, from $652.1 million for the year ended December 31, 2006.

The changes in average interest-earning assets and interest-bearing liabilities and their related yields and costs are discussed in greater detail under “Interest Income” and “Interest Expense.”

Interest Income

Interest income for the year ended December 31, 2007 increased $18.5 million to $1.11 billion, from $1.09 billion for the year ended December 31, 2006.  This increase was primarily the result of an increase in the average yield on interest-earning assets to 5.36% for the year ended December 31, 2007, from 5.20% for the year ended December 31, 2006, partially offset by a decrease of $265.8 million in the average balance of interest-earning assets to $20.62 billion for the year ended December 31, 2007, from $20.89 billion for the year ended December 31, 2006.  The increase in the average yield on interest-earning assets was primarily the result of the overall increase in interest rates over the past several years.  The decrease in the average balance of interest-earning assets was primarily due to a decrease in the average balances of mortgage-backed and other securities, federal funds sold and repurchase agreements and consumer and other loans, partially offset by an increase in the average balance of mortgage loans.

Interest income on one-to-four family mortgage loans increased $77.8 million to $587.9 million for the year ended December 31, 2007, from $510.1 million for the year ended December 31, 2006, which was primarily the result of an increase of $1.01 billion in the average balance of such loans, coupled with an increase in the average yield to 5.35% for the year ended December 31, 2007, from 5.11% for the year ended December 31, 2006.  The increase in the average balance of one-to-four family mortgage loans was the result of strong levels of originations and purchases which have outpaced the levels of repayments over the past year.  The increase in the average yield on one-to-four family mortgage loans was primarily due to the impact of the upward repricing of our ARM loans, coupled with new originations at higher interest rates than the rates on the loans being repaid.

Interest income on multi-family, commercial real estate and construction loans decreased $4.7 million to $254.5 million for the year ended December 31, 2007, from $259.2 million for the year ended December

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31, 2006, which was primarily the result of a decrease in the average yield to 6.10% for the year ended December 31, 2007, from 6.17% for the year ended December 31, 2006, coupled with a decrease of $33.0 million in the average balance of such loans.  The decrease in the average yield on multi-family, commercial real estate and construction loans was primarily due to a decrease of $3.0 million in prepayment penalties to $6.8 million for the year ended December 31, 2007, compared to $9.8 million for the year ended December 31, 2006.  The decrease in the average balance of multi-family, commercial real estate and construction loans reflects the levels of repayments which outpaced the levels of originations over the past year.  Our originations of multi-family, commercial real estate and construction loans have declined in recent periods due primarily to the competitive market pricing and our decision to not aggressively pursue such loans under current market conditions.

Interest income on consumer and other loans decreased $5.5 million to $30.2 million for the year ended December 31, 2007, from $35.7 million for the year ended December 31, 2006, primarily due to a decrease of $81.0 million in the average balance of the portfolio, partially offset by an increase in the average yield to 7.59% for the year ended December 31, 2007, from 7.47% for the year ended December 31, 2006.  The decrease in the average balance of consumer and other loans was primarily the result of a decline in consumer demand for home equity lines of credit resulting from higher interest rates due to the increases in the prime rate during the first half of 2006.  The increase in the average yield on consumer and other loans was primarily the result of an increase in the average yield on our home equity lines of credit due to the increase in the prime rate during the first half of 2006.  Home equity lines of credit are adjustable rate loans which generally reset monthly and are indexed to the prime rate.  Home equity lines of credit represented 89.9% of this portfolio at December 31, 2007.

Interest income on mortgage-backed and other securities decreased $48.5 million to $219.0 million for the year ended December 31, 2007, from $267.5 million for the year ended December 31, 2006.  This decrease was primarily the result of a decrease of $1.10 billion in the average balance of the portfolio, reflecting our strategy of reducing the securities portfolio.  The average yield was 4.52% for the year ended December 31, 2007 and 4.50% for the year ended December 31, 2006.

Interest income on federal funds sold and repurchase agreements decreased $4.3 million to $2.1 million for the year ended December 31, 2007, primarily due to a decrease of $91.6 million in the average balance of the portfolio, partially offset by an increase in the average yield to 5.20% for the year ended December 31, 2007, from 4.88% for the year ended December 31, 2006.  The increase in the average yield reflects the federal funds rate increases during the first half of 2006.  Dividend income on FHLB-NY stock increased $3.8 million to $11.6 million for the year ended December 31, 2007, primarily due to an increase in the average yield to 6.94% for the year ended December 31, 2007, from 5.45% for the year ended December 31, 2006, coupled with an increase of $24.6 million in the average balance of FHLB-NY stock.  The increase in the average yield was the result of increases in the dividend rates paid by the FHLB-NY.  The increase in the average balance reflects the increase in the levels of FHLB-NY borrowings during 2007 compared to 2006.

Interest Expense

Interest expense for the year ended December 31, 2007 increased $75.4 million to $771.8 million, from $696.4 million for the year ended December 31, 2006.  This increase was primarily the result of an increase in the average cost of total interest-bearing liabilities to 3.86% for the year ended December 31, 2007, from 3.44% for the year ended December 31, 2006.  The increase in the average cost of interest-bearing liabilities was primarily due to the impact of higher interest rates on our certificates of deposit and borrowings, coupled with the increases in the average balances of Liquid CDs and certificates of deposit, which have a higher average cost than our other deposit products.  The average balance of interest-bearing liabilities decreased $227.7 million to $20.01 billion for the year ended December 31, 2007, from $20.24 billion for the year ended December 31, 2006, due to a decrease in the average balance of borrowings, partially offset by an increase in the average balance of deposits.

Interest expense on deposits increased $71.2 million to $456.0 million for the year ended December 31, 2007, from $384.8 million for the year ended December 31, 2006, primarily due to an increase in the

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average cost of total deposits to 3.45% for the year ended December 31, 2007, from 2.96% for the year ended December 31, 2006, coupled with an increase of $238.5 million in the average balance of total deposits.  The increase in the average cost of total deposits was primarily due to the impact of higher interest rates on our certificates of deposit, coupled with the increases in the average balances of Liquid CDs and certificates of deposit.  The increase in the average balance of total deposits was primarily the result of increases in the average balances of Liquid CDs and certificates of deposit, partially offset by decreases in the average balances of savings, money market and NOW and demand deposit accounts primarily as a result of continued competition for these types of deposits.

Interest expense on certificates of deposit increased $51.0 million to $369.8 million for the year ended December 31, 2007, from $318.8 million for the year ended December 31, 2006, primarily due to an increase in the average cost to 4.73% for the year ended December 31, 2007, from 4.23% for the year ended December 31, 2006, coupled with an increase of $283.9 million in the average balance.  During the year ended December 31, 2007, $7.17 billion of certificates of deposit, with a weighted average rate of 4.73% and a weighted average maturity at inception of fifteen months, matured and $6.98 billion of certificates of deposit were issued or repriced, with a weighted average rate of 4.88% and a weighted average maturity at inception of ten months.  Interest expense on Liquid CDs increased $22.9 million to $73.4 million for the year ended December 31, 2007, from $50.5 million for the year ended December 31, 2006, primarily due to an increase of $457.2 million in the average balance, coupled with an increase in the average cost to 4.73% for the year ended December 31, 2007, from 4.62% for the year ended December 31, 2006.  The increases in the average balances of Liquid CDs and certificates of deposit were primarily a result of the success of our marketing efforts and competitive pricing strategies throughout 2006 and the first half of 2007 which focused on attracting these types of deposits. However, certain larger financial institutions continued to offer retail deposits at above market rates during the second half of 2007 even as short-term market rates declined.  Although we experienced net deposit outflows in the second half of 2007 as we maintained our pricing discipline, the increase in deposits in the first half of 2007 was sufficient to result in the increase of the average balances of Liquid CDs and certificates of deposit for the year.

Interest expense on savings accounts decreased $1.3 million to $8.1 million for the year ended December 31, 2007, from $9.4 million for the year ended December 31, 2006, as a result of a decrease of $311.1 million in the average balance.  Interest expense on money market accounts decreased $1.5 million to $3.8 million for the year ended December 31, 2007, from $5.3 million for the year ended December 31, 2006, as a result of a decrease of $156.9 million in the average balance.

Interest expense on borrowings for the year ended December 31, 2007 increased $4.1 million to $315.8 million, from $311.7 million for the year ended December 31, 2006, resulting from an increase in the average cost to 4.66% for the year ended December 31, 2007, from 4.30% for the year ended December 31, 2006, substantially offset by a decrease of $466.2 million in the average balance.  The increase in the average cost of borrowings reflects the upward repricing of borrowings which matured and were refinanced over the past year.  The decrease in the average balance of borrowings was primarily the result of our strategy in 2006 and the first half of 2007 of reducing both the securities and borrowings portfolios through normal cash flow, while emphasizing deposit and loan growth.

Provision for Loan Losses

The provision for loan losses totaled $2.5 million for the year ended December 31, 2007, reflecting the higher levels of non-performing loans and net loan charge-offs experienced during the second half of 2007.  No provision for loan losses was recorded for the year ended December 31, 2006.  The allowance for loan losses was $78.9 million at December 31, 2007 and $79.9 million at December 31, 2006.  The allowance for loan losses as a percentage of non-performing loans decreased to 115.97% at December 31, 2007, from 189.84% at December 31, 2006, primarily due to an increase in non-performing loans.  The allowance for loan losses as a percentage of total loans was 0.49% at December 31, 2007 and 0.53% at December 31, 2006.  We believe our allowance for loan losses has been established and maintained at levels that reflect the risks inherent in our loan portfolio, giving consideration to the composition and size of our loan portfolio, charge-off experience and non-accrual and non-performing loans.  The balance of

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our allowance for loan losses represents management’s best estimate of the probable inherent losses in our loan portfolio at December 31, 2007 and December 31, 2006.

We review our allowance for loan losses on a quarterly basis.  Material factors considered during our quarterly review are our historical loss experience and the impact of current economic conditions.  Our net loan charge-off experience was two basis points of average loans outstanding for the year ended December 31, 2007, compared to one basis point of average loans outstanding for the year ended December 31, 2006.  Net loan charge-offs totaled $3.5 million for the year ended December 31, 2007 and $1.2 million for the year ended December 31, 2006.  Net loan charge-offs during 2007 included a $1.5 million charge-off related to a non-performing construction loan which was sold.  Net loan charge-offs during 2006 included a $947,000 charge-off related to a non-performing multi-family loan which was sold in 2006.

The composition of our loan portfolio, by property type, has remained relatively consistent over the last several years.  At December 31, 2007, our loan portfolio was comprised of 73% one-to-four family mortgage loans, 18% multi-family mortgage loans, 6% commercial real estate loans and 3% other loan categories.  Our loan-to-value ratios upon origination are low overall, have been consistent over the past several years and provide some level of protection in the event of default should property values decline.

Our non-performing loans, which are comprised primarily of mortgage loans, increased $26.0 million to $68.1 million, or 0.42% of total loans, at December 31, 2007, from $42.1 million, or 0.28% of total loans, at December 31, 2006.  This increase was primarily due to an increase in non-performing one-to-four family mortgage loans and occurred primarily during the second half 2007.  Despite the increase in non-performing loans at December 31, 2007, our non-performing loans continue to remain at low levels relative to the size of our loan portfolio.  We sold non-performing mortgage loans totaling $10.4 million, primarily multi-family and commercial real estate loans, during the year ended December 31, 2007.  For further discussion of the sale of these loans, including the impact the sale may have had on our non-performing loans, non-performing assets and related ratios at December 31, 2007, see “Asset Quality.”

In reviewing the loan-to-value ratios of our non-performing loans at December 31, 2007 and December 31, 2006, we determined that there was no additional inherent loss in our non-performing loan portfolio compared to the estimates included in our existing methodology.  Additionally, we continue to adhere to prudent underwriting standards.  We underwrite our one-to-four family mortgage loans primarily based upon our evaluation of the borrower’s ability to pay.  We generally do not obtain updated estimates of collateral value for loans until classified or requested by our Asset Classification Committee.  We monitor property value trends in our market areas to determine what impact, if any, such trends may have on our loan-to-value ratios and the adequacy of the allowance for loan losses.  Based on our review of property value trends, including updated estimates of collateral value on classified loans, we do not believe the current decline in the housing market had a significant negative impact on the value of our non-performing loan collateral as of December 31, 2007.  Since we determined there was sufficient collateral value to support our non-performing loans and we have not experienced a significantly higher level of related loan charge-offs, no change to our allowance coverage percentages was required as of December 31, 2007.

We continue to closely monitor the local and national real estate markets and other factors related to risks inherent in our loan portfolio.  Our loss experience for the first nine months of 2007 was relatively consistent with our experience over the past several years, in that losses were primarily attributable to a small number of loans.  During the fourth quarter of 2007, the continued decline in the housing and real estate markets, as well as the overall economic environment, contributed to an increase in our non-performing loans and net loan charge-offs.  As a geographically diversified lender, we are not immune to negative consequences arising from overall economic weakness and, in particular, a sharp downturn in the housing industry nationally.  Based on our evaluation of the issues regarding the real estate and housing markets, as well as the overall economic environment, and in recognition of the increases in non-performing loans and net loan charge-offs during the second half of 2007, we determined that a provision for loan losses was warranted for the year ended December 31, 2007.

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For further discussion of the methodology used to determine the allowance for loan losses, see “Critical Accounting Policies-Allowance for Loan Losses” and for further discussion of our loan portfolio composition and non-performing loans, see “Asset Quality.”

Non-Interest Income

Non-interest income for the year ended December 31, 2007 decreased $15.6 million to $75.8 million, from $91.4 million for the year ended December 31, 2006.  This decrease was primarily due to the $20.5 million OTTI charge, previously discussed under “Critical Accounting Policies - Securities Impairment,” and a decrease of $3.5 million in mortgage banking income, net.  These decreases were partially offset by an increase of $6.4 million in other non-interest income, primarily due to the $5.5 million charge for the termination of our interest rate swap agreements in the 2006 first quarter, and a net gain on sales of securities in 2007 of $2.2 million related to the sale of an equity security.  There were no sales of securities in 2006.

Mortgage banking income, net, decreased $3.5 million to $1.3 million for the year ended December 31, 2007, from $4.8 million for the year ended December 31, 2006.  This decrease was primarily due to a provision recorded in the valuation allowance for the impairment of MSR of $951,000 for the year ended December 31, 2007, compared to a recovery of $2.0 million for the year ended December 31, 2006.  The provision recorded for the year ended December 31, 2007 primarily reflects the lack of current market demand for MSR due to the turmoil in the credit market which has negatively impacted the pricing of loan servicing.  The recovery recorded for the year ended December 31, 2006 primarily reflected the decrease in projected loan prepayment speeds at December 31, 2006 compared to December 31, 2005.

Non-Interest Expense

Non-interest expense increased $9.5 million to $231.3 million for the year ended December 31, 2007, from $221.8 million for the year ended December 31, 2006.  This increase was primarily due to increases in compensation and benefits expense and other expense, partially offset by a decrease in advertising.  Our percentage of general and administrative expense to average assets increased to 1.07% for the year ended December 31, 2007, from 1.01% for the year ended December 31, 2006, primarily due to the increase in general and administrative expense in 2007 compared to 2006.

Compensation and benefits expense increased $7.6 million to $124.0 million for the year ended December 31, 2007, compared to $116.4 million for the year ended December 31, 2006.  This increase was primarily due to increases in salaries, incentive compensation, stock-based compensation and ESOP expense, partially offset by a decrease in the net periodic cost of pension benefits.  The increase in salaries expense primarily reflects normal performance increases over the past year.  The increase in stock-based compensation expense reflects the additional expense related to restricted stock granted in December 2006.  The increase in ESOP expense primarily reflects an increase in shares released in 2007 as compared to 2006.  The decrease in the net periodic cost of pension benefits was primarily the result of a decrease in the amortization of the net actuarial loss.

Other expense increased $3.4 million to $33.3 million for the year ended December 31, 2007 from $29.9 million for the year ended December 31, 2006, primarily due to increased legal fees and other costs as a result of the goodwill litigation.  See Item 3, “Legal Proceedings,” for further discussion of the goodwill litigation.

Advertising expense decreased $1.1 million to $6.6 million for the year ended December 31, 2007, from $7.7 million for the year ended December 31, 2006, primarily due to a reduction in print advertising for certificates of deposit during the second half of 2007.

Income Tax Expense

For the year ended December 31, 2007, income tax expense totaled $50.7 million, representing an effective tax rate of 28.9%, compared to $85.0 million, representing an effective tax rate of 32.7%, for the

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year ended December 31, 2006.  The decrease in the effective tax rate for the year ended December 31, 2007 was primarily the result of a decrease in pre-tax book income without any significant change in the amount of permanent differences, such as tax exempt income, coupled with tax benefits from the release of certain accruals for previous tax positions that have statutorily expired.

Asset Quality

As previously discussed, the composition of our loan portfolio, by property type, has remained relatively consistent over the last several years.  At December 31, 2008, our loan portfolio was comprised of 74% one-to-four family mortgage loans, 18% multi-family mortgage loans, 6% commercial real estate loans and 2% other loan categories.  This compares to 73% one-to-four family mortgage loans, 18% multi-family mortgage loans, 6% commercial real estate loans and 3% other loan categories at December 31, 2007.  At December 31, 2008, 80% of our one-to-four family mortgage loan portfolio and 85% of our total mortgage loan portfolio is comprised of full documentation loans. At December 31, 2007, 75% of our one-to-four family mortgage loan portfolio and 82% of our total mortgage loan portfolio is comprised of full documentation loans.

The following table provides further details on the composition of our one-to-four family and multi-family and commercial real estate mortgage loan portfolios in dollar amounts and in percentages of the portfolio at the dates indicated.

	At December 31,
	2008					2007
			Percent					Percent
(Dollars in Thousands)	Amount		of Total			Amount		of Total
One-to-four family:
Full documentation interest-only (1)	$	5,501,989		44.55	%	$	5,415,787		46.57	%
Full documentation amortizing		4,389,618		35.54			3,320,047		28.55
Reduced documentation interest-only (1)(2)		1,911,160		15.48			2,230,041		19.18
Reduced documentation amortizing (2)		546,850		4.43			662,395		5.70
Total one-to-four family	$	12,349,617		100.00	%	$	11,628,270		100.00	%
Multi-family and commercial real estate:
Full documentation amortizing	$	3,146,103		81.66	%	$	3,337,692		83.92	%
Full documentation interest-only		706,687		18.34			639,666		16.08
Total multi-family and commercial real estate	$	3,852,790		100.00	%	$	3,977,358		100.00	%

(1) Includes interest-only hybrid ARM loans which were underwritten at the initial note rate, which may have been a discounted rate, totaling $4.41 billion at December 31, 2008 and $5.34 billion at December 31, 2007.

(2) Includes SISA loans totaling $359.2 million at December 31, 2008 and $412.3 million at December 31, 2007 and Super Streamline loans totaling $36.9 million at December 31, 2008 and $47.3 million at December 31, 2007.

We do not originate negative amortization loans, payment option loans or other loans with short-term interest-only periods.  Prior to 2006 we would underwrite our one-to-four family interest-only hybrid ARM loans using the initial note rate, which may have been a discounted rate.  In 2006, we began underwriting our one-to-four family interest-only hybrid ARM loans based on a fully amortizing loan (in effect, underwriting interest-only hybrid ARM loans as if they were amortizing hybrid ARM loans).  Additionally, effective in 2007, we began underwriting our one-to-four family interest-only hybrid ARM loans at the higher of the fully indexed rate or the initial note rate.  In 2009, we began underwriting our one-to-four family interest-only and amortizing hybrid ARM loans at the higher of the fully indexed rate, the initial note rate or 6.00%.  Our reduced documentation loans are comprised primarily of SIFA loans.  To a lesser extent, our portfolio of reduced documentation loans also includes SISA loans and Super Streamline loans.  During the 2007 second quarter, we discontinued originating SISA and Super Streamline loans and during the 2007 fourth quarter, we discontinued originating SIFA loans.

Within our portfolio of one-to-four family mortgage loans, we have loans to borrowers who had credit (FICO) scores of 660 or below at the time of origination.  As a portfolio lender, we underwrite our loans considering all credit criteria, as well as collateral value, and do not base our underwriting decisions solely on FICO scores.  We believe the aforementioned loans, when originated, were amply collateralized and otherwise conformed to our prime lending standards and do not present a greater risk of collectibility

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or other asset quality risk compared to loans in our portfolio to other borrowers with higher credit scores.  These loans are not a material component of our one-to-four family mortgage loan portfolio.

Non-Performing Assets

Effective January 1, 2008, we revised our presentation of non-performing mortgage loans to report mortgage loans which have missed only two payments as 60-89 days delinquent instead of as non-accrual, which had been our previous practice.  This change was implemented to improve the transparency of loan migration through delinquency status (i.e., 30, 60 and 90 days delinquent); to be consistent with our presentation for reporting non-accrual consumer and other loans; and to improve comparability of our non-performing loan disclosures with other institutions.  Under our revised presentation, mortgage loans are classified as non-accrual when such loans become 90 days delinquent as to their payment due date (missed three payments).  Under our previous presentation, mortgage loans were classified as non-accrual when such loans became 90 days delinquent as to their interest due, even though in many instances the borrower had only missed two payments.  At December 31, 2008, substantially all of the mortgage loans reported as 60-89 days delinquent would have been reported as non-accrual under the previous presentation.  Loans which had missed two payments and were previously reported as non-accrual totaling $38.3 million as of December 31, 2007, $17.3 million as of December 31, 2006, $28.1 million as of December 31, 2005 and $12.3 million as of December 31, 2004 have been reclassified from non-accrual to 60-89 days delinquent to conform to the current year presentation.  All of the asset quality information presented as of December 31, 2007, 2006, 2005 and 2004 has been revised to conform to the current year presentation.

The following table sets forth information regarding non-performing assets.

	At December 31,
(Dollars in Thousands)	2008			2007			2006			2005			2004
Non-accrual delinquent mortgage loans (1)	$	236,366		$	66,126		$	40,805		$	36,209		$	19,141
Non-accrual delinquent consumer and other loans		2,221			1,476			818			500			544
Mortgage loans delinquent 90 days or more and still accruing interest (2)		33			474			488			176			573
Total non-performing loans		238,620			68,076			42,111			36,885			20,258
REO, net (3)		25,481			9,115			627			1,066			920
Total non-performing assets	$	264,101		$	77,191		$	42,738		$	37,951		$	21,178
Non-performing loans to total loans		1.43	%		0.42	%		0.28	%		0.26	%		0.15	%
Non-performing loans to total assets		1.09			0.31			0.20			0.16			0.09
Non-performing assets to total assets		1.20			0.36			0.20			0.17			0.09

(1) Includes multi-family and commercial real estate loans totaling $51.1 million, $5.1 million, $13.1 million, $18.6 million, and $5.3 million at December 31, 2008, 2007, 2006, 2005 and 2004, respectively.

(2) Mortgage loans delinquent 90 days or more and still accruing interest consist primarily of loans delinquent 90 days or more as to their maturity date but not their interest due.

(3) REO is net of allowance for losses totaling $2.0 million at December 31, 2008 and $493,000 at December 31, 2007.  There was no allowance for losses at December 31, 2006, 2005 and 2004.

Total non-performing assets increased $186.9 million to $264.1 million at December 31, 2008, from $77.2 million at December 31, 2007.  Non-performing loans, the most significant component of non-performing assets, increased $170.5 million to $238.6 million at December 31, 2008, from $68.1 million at December 31, 2007.  The increases in non-performing assets and non-performing loans were primarily due to increases in non-performing one-to-four family and multi-family mortgage loans.  In addition, REO increased during 2008, contributing to the increase in non-performing assets.  The continued deterioration of the housing and real estate markets during 2008, as well as the overall weakness in the economy, particularly rising unemployment, continued to contribute to an increase in our non-performing loans.  The increase in one-to-four family non-performing mortgage loans reflects a greater concentration in non-performing reduced documentation loans.  Reduced documentation loans represent only 20% of the one-to-four family mortgage loan portfolio, yet represent 61% of the one-to-four family non-performing mortgage loans at December 31, 2008.  Despite the increase in non-performing loans at December 31, 2008, our non-performing loans continue to remain at low levels in relation to the size of

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our loan portfolio.  The ratio of non-performing loans to total loans increased to 1.43% at December 31, 2008, from 0.42% at December 31, 2007.  Our ratio of non-performing assets to total assets increased to 1.20% at December 31, 2008, from 0.36% at December 31, 2007.  The allowance for loan losses as a percentage of total non-performing loans decreased to 49.88% at December 31, 2008, from 115.97% at December 31, 2007.  The allowance for loan losses as a percentage of total loans increased to 0.71% at December 31, 2008, from 0.49% at December 31, 2007.

We sold delinquent and non-performing mortgage loans totaling $15.5 million during the year ended December 31, 2008, primarily one-to-four family and multi-family loans, and $10.4 million during the year ended December 31, 2007, primarily multi-family and commercial real estate loans.  The sale of these loans did not have a material impact on our non-performing loans, non-performing assets and related ratios at December 31, 2008 and 2007.

The following table provides further details on the composition of our non-performing one-to-four family and multi-family and commercial real estate mortgage loans in dollar amounts and percentages of the portfolio, at the dates indicated.

	At December 31,
	2008					2007
			Percent					Percent
(Dollars in Thousands)	Amount		of Total			Amount		of Total
Non-performing loans:
One-to-four family:
Full documentation interest-only	$	50,636		28.52	%	$	16,748		27.79	%
Full documentation amortizing		18,565		10.46			11,357		18.85
Reduced documentation interest-only		92,863		52.30			21,896		36.33
Reduced documentation amortizing		15,478		8.72			10,260		17.03
Total one-to-four family	$	177,542		100.00	%	$	60,261		100.00	%
Multi-family and commercial real estate:
Full documentation amortizing	$	43,097		84.35	%	$	5,067		100.00	%
Full documentation interest-only		7,995		15.65			-		-
Total multi-family and commercial real estate	$	51,092		100.00	%	$	5,067		100.00	%

At December 31, 2008, the geographic composition of our non-performing one-to-four family mortgage loans was relatively consistent with the geographic composition of our one-to-four family mortgage loan portfolio and, as of December 31, 2008, did not indicate a significant negative trend in any one particular geographic location (other than Florida where only 3% of our one-to-four family mortgage loans are situated) as detailed in the following table.

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	At December 31, 2008
								Percent of
						Total		Total			Non-Performing
			Percent of			Non-Performing		Non-Performing			Loans
	Total		Total			One-to-Four		One-to-Four			as Percent
	One-to-Four		One-to-Four			Family		Family			of State/DC
(Dollars in Millions)	Family Loans		Family Loans			Loans		Loans			Totals
State/DC:
New York Metro (1)	$	5,235.1		42	%	$	50.2		29	%		0.96	%
California		1,366.2		11			28.3		16			2.07
Illinois		1,305.7		11			21.8		12			1.67
Virginia		942.9		8			17.9		10			1.90
Maryland		879.1		7			21.2		12			2.41
Massachusetts		839.1		7			7.5		4			0.89
Florida		315.1		3			15.3		9			4.86
Washington		291.1		2			-		-			-
Georgia		162.0		1			2.5		1			1.54
Pennsylvania		131.4		1			1.7		1			1.29
Washington, D.C.		129.7		1			2.5		1			1.93
North Carolina		125.5		1			1.1		1			0.88
All other states (2)		626.7		5			7.5		4			1.20
Total	$	12,349.6		100	%	$	177.5		100	%		1.44	%

(1)  Includes New York, New Jersey and Connecticut

(2)  Includes 27 states

If all non-accrual loans at December 31, 2008, 2007 and 2006 had been performing in accordance with their original terms, we would have recorded interest income, with respect to such loans, of $15.7 million for the year ended December 31, 2008, $6.7 million for the year ended December 31, 2007 and $3.5 million for the year ended December 31, 2006.  This compares to actual payments recorded as interest income, with respect to such loans, of $7.1 million for the year ended December 31, 2008, $4.0 million for the year ended December 31, 2007 and $1.8 million for the year ended December 31, 2006.  The foregone interest data for the years ended December 31, 2007 and 2006 have not been adjusted for the revised presentation of non-accrual loans and, therefore, reflects foregone interest based on non-accrual loans totaling $105.9 million at December 31, 2007 and $58.9 million at December 31, 2006, as previously reported.

We may from time to time agree to modify the contractual terms of a borrower’s loan.  In cases where such modifications represent a concession to a borrower experiencing financial difficulty, the modification is considered a troubled debt restructuring.  Loans modified in a troubled debt restructuring are placed on non-accrual status until we determine that future collection of principal and interest is reasonably assured, which generally requires that the borrower demonstrate a period of performance according to the restructured terms.  At December 31, 2008, loans modified in a troubled debt restructuring which are included in non-accrual loans totaled $6.9 million.  Excluded from non-performing assets are restructured loans that have complied with the terms of their restructure agreement for a satisfactory period of time and have, therefore, been returned to performing status.  Restructured accruing loans totaled $1.1 million at December 31, 2008, $1.2 million at December 31, 2007, $1.5 million at December 31, 2006, $1.6 million at December 31, 2005 and $2.8 million at December 31, 2004.

In addition to non-performing assets, we had $84.2 million of potential problem loans at December 31, 2008, compared to $39.1 million at December 31, 2007.  Such loans include loans which are 60-89 days delinquent as shown in the following table and certain other internally classified loans.

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Delinquent Loans

The following table shows a comparison of delinquent loans at December 31, 2008, 2007 and 2006.  Delinquent loans are reported based on the number of days the loan payments are past due.

	30-59 Days					60-89 Days					90 Days or More
	Number					Number					Number
	of					of					of
(Dollars in Thousands)	Loans		Amount			Loans		Amount			Loans		Amount
At December 31, 2008:
Mortgage loans:
One-to-four family		465	$	145,989			135	$	50,749			489	$	177,542
Multi-family		64		63,015			16		13,125			50		50,392
Commercial real estate		11		16,612			4		5,123			1		700
Construction		1		1,133			-		-			5		7,765
Consumer and other loans		119		3,085			45		1,065			43		2,221
Total delinquent loans		660	$	229,834			200	$	70,062			588	$	238,620
Delinquent loans to total loans				1.38	%				0.42	%				1.43	%
At December 31, 2007:
Mortgage loans:
One-to-four family		327	$	111,757			96	$	29,275			204	$	60,261
Multi-family		34		25,701			9		9,133			11		5,067
Commercial real estate		5		1,992			-		-			-		-
Construction		2		2,839			-		-			2		1,272
Consumer and other loans		96		2,136			30		673			41		1,476
Total delinquent loans		464	$	144,425			135	$	39,081			258	$	68,076
Delinquent loans to total loans				0.89	%				0.24	%				0.42	%
At December 31, 2006:
Mortgage loans:
One-to-four family		351	$	100,551			52	$	13,455			109	$	27,761
Multi-family		49		31,384			8		3,655			13		10,972
Commercial real estate		9		5,436			1		287			4		2,560
Consumer and other loans		119		2,280			38		642			33		818
Total delinquent loans		528	$	139,651			99	$	18,039			159	$	42,111
Delinquent loans to total loans				0.93	%				0.12	%				0.28	%

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Allowance for Losses

The following table sets forth changes in our allowances for losses on loans and REO for the periods indicated.

	At or For the Year Ended December 31,
(Dollars in Thousands)	2008			2007			2006			2005			2004
Allowance for losses on loans:
Balance at beginning of year	$	78,946		$	79,942		$	81,159		$	82,758		$	83,121
Provision charged to operations		69,000			2,500			-			-			-
Charge-offs:
One-to-four family		(17,973	)		(1,407	)		(89	)		(749	)		(231	)
Multi-family		(9,249	)		(73	)		(967	)		-			-
Commercial real estate		(190	)		(243	)		(197	)		(650	)		-
Construction		(1,484	)		(1,454	)		-			-			-
Consumer and other loans		(1,258	)		(752	)		(312	)		(706	)		(656	)
Total charge-offs		(30,154	)		(3,929	)		(1,565	)		(2,105	)		(887	)
Recoveries:
One-to-four family		911			72			30			140			78
Multi-family		9			-			-			34			-
Commercial real estate		-			197			-			-			-
Construction		113			-			-			-			-
Consumer and other loans		204			164			318			332			446
Total recoveries		1,237			433			348			506			524
Net charge-offs		(28,917	)		(3,496	)		(1,217	)		(1,599	)		(363	)
Balance at end of year	$	119,029		$	78,946		$	79,942		$	81,159		$	82,758
Net charge-offs to average loans outstanding		0.18	%		0.02	%		0.01	%		0.01	%		0.00	%
Allowance for loan losses to total loans		0.71			0.49			0.53			0.56			0.62
Allowance for loan losses to non-performing loans		49.88			115.97			189.84			220.03			408.52
Allowance for losses on REO:
Balance at beginning of year	$	493		$	-		$	-		$	-		$	-
Provision charged to operations		2,695			493			121			56			-
Charge-offs		(1,583	)		-			(121	)		(56	)		-
Recoveries		423			-			-			-			-
Balance at end of year	$	2,028		$	493		$	-		$	-		$	-

The following table sets forth our allocation of the allowance for loan losses by loan category and the percent of loans in each category to total loans receivable at the dates indicated.

	At December 31,
	2008					2007					2006
			% of Loans					% of Loans					% of Loans
			to					to					to
(Dollars in Thousands)	Amount		Total Loans			Amount		Total Loans			Amount		Total Loans
One-to-four family	$	71,082		74.42	%	$	41,400		72.51	%	$	35,242		68.67	%
Multi-family		29,124		17.55			17,550		18.36			19,413		20.09
Commercial real estate		9,412		5.67			10,325		6.43			11,768		7.40
Construction		2,507		0.34			2,212		0.48			2,119		0.94
Consumer and other loans		6,904		2.02			7,459		2.22			11,400		2.90
Total allowance for loan losses	$	119,029		100.00	%	$	78,946		100.00	%	$	79,942		100.00	%

	At December 31,
	2005					2004
			% of Loans					% of Loans
			to					to
(Dollars in Thousands)	Amount		Total Loans			Amount		Total Loans
One-to-four family	$	34,051		68.24	%	$	36,697		68.68	%
Multi-family		19,818		19.77			18,124		19.41
Commercial real estate		11,437		7.52			11,785		7.17
Construction		2,071		0.96			1,996		0.89
Consumer and other loans		13,782		3.51			14,156		3.85
Total allowance for loan losses	$	81,159		100.00	%	$	82,758		100.00	%

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The increase in the allowance for loan losses allocated to one-to-four family mortgage loans at December 31, 2008, compared to December 31, 2007, reflects the increase in and composition of our loan delinquencies, non-performing loans, net loan charge-offs and overall one-to-four family mortgage loan portfolio, as well as our evaluation of the continued deterioration of the housing and real estate markets and increasing weakness in the overall economy, particularly the accelerating pace of job losses.  The increase in the allowance for loan losses allocated to multi-family loans at December 31, 2008, compared to December 31, 2007, was primarily attributable to an increase in the levels of delinquencies and adversely classified multi-family loans.  The decrease in the allowance for loan losses allocated to commercial real estate loans at December 31, 2008, compared to December 31, 2007, reflects the decrease in the portfolio balance, coupled with the low level of actual net loan charge-offs we have experienced with commercial real estate loans.  The increase in the allowance for loan losses allocated to construction loans at December 31, 2008, compared to December 31, 2007, is primarily related to the increase in delinquencies and adversely classified construction loans, partially offset by a reduction in the portfolio balance.  The decrease in the allowance for loan losses allocated to consumer and other loans at December 31, 2008, compared to December 31, 2007, is primarily attributable to a decrease in this portfolio, as well as the low level of actual net loan charge-offs associated with such loans.  The portion of the allowance for loan losses allocated to each loan category does not represent the total available to absorb losses which may occur within the loan category, since the total allowance is available for losses applicable to the entire loan portfolio.  The balance of our allowance for loan losses represents management’s best estimate of the probable inherent losses in our loan portfolio at December 31, 2008, 2007, 2006, 2005 and 2004.

Impact of Recent Accounting Standards and Interpretations

In December 2008, the FASB issued Staff Position, or FSP, No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets,” which amends SFAS No. 132 (revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement Benefits,” to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan.  The FSP clarifies that the objectives of the disclosures about postretirement benefit plan assets are to provide users of financial statements with an understanding of: (1) how investment allocation decisions are made, including the factors that are pertinent to an understanding of investment policies and strategies; (2) the major categories of plan assets; (3) the inputs and valuation techniques used to measure the fair value of plan assets; (4) the effect of fair value measurements using significant unobservable inputs (Level 3) on changes in plan assets for the period; and (5) significant concentrations of risk within plan assets.  In addition, the FSP expands the disclosures related to these overall objectives.  The disclosures about plan assets required by this FSP are effective for fiscal years ending after December 15, 2009.  Upon initial application, the disclosures are not required for earlier periods that are presented for comparative purposes, although earlier application is permitted.

In June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities,” which addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing EPS under the two-class method described in SFAS No. 128, “Earnings per Share.”  The FSP concluded that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities and shall be included in the computation of EPS pursuant to the two-class method.  Our restricted stock awards are considered participating securities.  FSP No. EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years.  All prior-period EPS data presented shall be adjusted retrospectively to conform with the provisions of the FSP.  Early application is not permitted.  FSP No. EITF 03-6-1 is not expected to have a material impact on our computation of EPS.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133.”  SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” to provide users of financial statements with an enhanced understanding of: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are

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accounted for; and (3) how such items affect an entity’s financial position, performance and cash flows.  SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivative instruments, quantitative disclosures about fair value amounts of gains and losses on derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements.  SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged.  SFAS No. 161 also encourages, but does not require, disclosures for earlier periods presented for comparative purposes at initial adoption.  Since the provisions of SFAS No. 161 are disclosure related, our adoption of SFAS No. 161 will not have an impact on our financial condition or results of operations.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51.”  SFAS No. 160 amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements” to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  Among other things, SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements and requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest.  SFAS  No. 160 also amends SFAS No. 128 so that earnings per share calculations in consolidated financial statements will continue to be based on amounts attributable to the parent.  SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 and is applied prospectively as of the beginning of the fiscal year in which it is initially applied, except for the presentation and disclosure requirements which are to be applied retrospectively for all periods presented.  SFAS No. 160 is not expected to have a material impact on our financial condition or results of operations.

In December 2007, the FASB issued revised SFAS No. 141, “Business Combinations,” or SFAS No. 141(R).  SFAS No. 141(R) retains the fundamental requirements of SFAS No. 141 that the acquisition method of accounting (formerly the purchase method) be used for all business combinations; that an acquirer be identified for each business combination; and that intangible assets be identified and recognized separately from goodwill.  SFAS No. 141(R) requires the acquiring entity in a business combination to recognize the assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions.  Additionally, SFAS No. 141(R) changes the requirements for recognizing assets acquired and liabilities assumed arising from contingencies and recognizing and measuring contingent consideration.  SFAS No. 141(R) also enhances the disclosure requirements for business combinations.  SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date.  SFAS No. 141(R) is not expected to have a material impact on our financial condition or results of operations.

Impact of Inflation and Changing Prices

The consolidated financial statements and notes thereto presented herein have been prepared in accordance with GAAP, which require the measurement of our financial position and operating results in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation.  The impact of inflation is reflected in the increased cost of our operations.  Unlike industrial companies, nearly all of our assets and liabilities are monetary in nature.  As a result, interest rates have a greater impact on our performance than do the effects of general levels of inflation.  Interest rates do not necessarily move in the same direction or, to the same extent, as the price of goods and services.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a financial institution, the primary component of our market risk is IRR.  Net interest income is the primary component of our net income.  Net interest income is the difference between the interest earned on our loans, securities and other interest-earning assets and the interest expense incurred on our deposits and borrowings.  The yields, costs and volumes of loans, securities, deposits and borrowings are directly affected by the levels of and changes in market interest rates.  Additionally, changes in interest rates also affect the related cash flows of our assets and liabilities as the option to prepay assets or withdraw liabilities remains with our customers, in most cases without penalty.  The objective of our IRR management policy is to maintain an appropriate mix and level of assets, liabilities and off-balance sheet items to enable us to meet our earnings and/or growth objectives, while maintaining specified minimum capital levels as required by the OTS, in the case of Astoria Federal, and as established by our Board of Directors.  We use a variety of analyses to monitor, control and adjust our asset and liability positions, primarily interest rate sensitivity gap analysis, or gap analysis, and net interest income sensitivity, or NII sensitivity, analysis.  Additional IRR modeling is done by Astoria Federal in conformity with OTS requirements.  In conjunction with performing these analyses we also consider related factors including, but not limited to, our overall credit profile, non-interest income and non-interest expense.  We do not enter into financial transactions or hold financial instruments for trading purposes.

Gap Analysis

Gap analysis measures the difference between the amount of interest-earning assets anticipated to mature or reprice within specific time periods and the amount of interest-bearing liabilities anticipated to mature or reprice within the same time periods.  The following table, referred to as the Gap Table, sets forth the amount of interest-earning assets and interest-bearing liabilities outstanding at December 31, 2008 that we anticipate will reprice or mature in each of the future time periods shown using certain assumptions based on our historical experience and other market-based data available to us.  The actual duration of mortgage loans and mortgage-backed securities can be significantly impacted by changes in mortgage prepayment activity.  The major factors affecting mortgage prepayment rates are prevailing interest rates and related mortgage refinancing opportunities.  Prepayment rates will also vary due to a number of other factors, including the regional economy in the area where the underlying collateral is located, seasonal factors, demographic variables and the assumability of the underlying mortgages.

Gap analysis does not indicate the impact of general interest rate movements on our net interest income because the actual repricing dates of various assets and liabilities will differ from our estimates and it does not give consideration to the yields and costs of the assets and liabilities or the projected yields and costs to replace or retain those assets and liabilities.  Callable features of certain assets and liabilities, in addition to the foregoing, may also cause actual experience to vary from the analysis.  The uncertainty and volatility of interest rates, economic conditions and other markets which affect the value of these call options, as well as the financial condition and strategies of the holders of the options, increase the difficulty and uncertainty in predicting when the call options may be exercised.  Among the factors considered in our estimates are current trends and historical repricing experience with respect to similar products.  As a result, different assumptions may be used at different points in time.

The Gap Table includes $2.88 billion of callable borrowings classified according to their maturity dates, primarily in the more than three years to five years category and the more than five years category, which are callable within one year and at various times thereafter.  The classifications of callable borrowings according to their maturity dates are based on our experience with, and expectations of, these types of instruments and the current interest rate environment.

As indicated in the Gap Table, our one-year cumulative gap at December 31, 2008 was negative 19.06% compared to negative 24.01% at December 31, 2007.  The change in our one-year cumulative gap is primarily due to a decrease in projected borrowings maturing and/or repricing at December 31,

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2008 as compared to December 31, 2007, partially offset by a decrease in projected mortgage loan and securities repayments at December 31, 2008 as compared to December 31, 2007.

	At December 31, 2008
				More than			More than
				One Year			Three Years
	One Year			to			to			More than
(Dollars in Thousands)	or Less			Three Years			Five Years			Five Years			Total
Interest-earning assets:
Mortgage loans (1)	$	4,372,594		$	5,142,636		$	6,363,209		$	149,292		$	16,027,731
Consumer and other loans (1)		308,911			2,848			1,413			20,363			333,535
Repurchase agreements		24,060			-			-			-			24,060
Securities available-for-sale		193,885			270,162			232,185			710,418			1,406,650
Securities held-to-maturity		391,238			647,103			521,171			1,091,171			2,650,683
FHLB-NY stock		-			-			-			211,900			211,900
Total interest-earning assets		5,290,688			6,062,749			7,117,978			2,183,144			20,654,559
Net unamortized purchase premiums and deferred costs (2)		32,712			35,486			44,547			(1,864	)		110,881
Net interest-earning assets (3)		5,323,400			6,098,235			7,162,525			2,181,280			20,765,440
Interest-bearing liabilities:
Savings		233,726			389,454			389,454			820,156			1,832,790
Money market		128,878			78,990			78,990			2,277			289,135
NOW and demand deposit		115,843			231,698			231,698			887,677			1,466,916
Liquid CDs		981,733			-			-			-			981,733
Certificates of deposit		6,290,567			2,215,853			402,930			-			8,909,350
Borrowings, net		1,762,438			2,374,256			1,099,714			1,728,866			6,965,274
Total interest-bearing liabilities		9,513,185			5,290,251			2,202,786			3,438,976			20,445,198
Interest sensitivity gap		(4,189,785	)		807,984			4,959,739			(1,257,696	)	$	320,242
Cumulative interest sensitivity gap	$	(4,189,785	)	$	(3,381,801	)	$	1,577,938		$	320,242
Cumulative interest sensitivity gap as a percentage of total assets		(19.06	)%		(15.38	)%		7.18	%		1.46	%
Cumulative net interest-earning assets as a percentage of interest-bearing liabilities		55.96	%		77.16	%		109.28	%		101.57	%

(1)  Mortgage loans and consumer and other loans include loans held-for-sale and exclude non-performing loans and the allowance for loan losses.

(2)  Net unamortized purchase premiums and deferred costs are prorated.

(3)  Includes securities available-for-sale at amortized cost.

NII Sensitivity Analysis

In managing IRR, we also use an internal income simulation model for our NII sensitivity analyses.  These analyses measure changes in projected net interest income over various time periods resulting from hypothetical changes in interest rates.  The interest rate scenarios most commonly analyzed reflect gradual and reasonable changes over a specified time period, which is typically one year.  The base net interest income projection utilizes similar assumptions as those reflected in the Gap Table, assumes that cash flows are reinvested in similar assets and liabilities and that interest rates as of the reporting date remain constant over the projection period.  For each alternative interest rate scenario, corresponding changes in the cash flow and repricing assumptions of each financial instrument are made to determine the impact on net interest income.

Assuming the entire yield curve was to increase 200 basis points, through quarterly parallel increments of 50 basis points, our projected net interest income for the twelve month period beginning January 1, 2009 would decrease by approximately 4.37% from the base projection.  At December 31, 2007, in the up 200 basis point scenario, our projected net interest income for the twelve month period beginning January 1, 2008 would have decreased by approximately 9.85% from the base projection.  The current low interest rate environment prevents us from performing an income simulation for a decline in interest rates of the

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same magnitude and timing as our rising interest rate simulation, since certain asset yields, liability costs and related indexes are below 2.00%.  However, assuming the entire yield curve was to decrease 100 basis points, through quarterly parallel decrements of 25 basis points, our projected net interest income for the twelve month period beginning January 1, 2009 would increase by approximately 1.77% from the base projection.  At December 31, 2007, in the down 100 basis point scenario, our projected net interest income for the twelve month period beginning January 1, 2008 would have increased by approximately 3.33% from the base projection.

Various shortcomings are inherent in both the Gap Table and NII sensitivity analyses.  Certain assumptions may not reflect the manner in which actual yields and costs respond to market changes.  Similarly, prepayment estimates and similar assumptions are subjective in nature, involve uncertainties and, therefore, cannot be determined with precision.  Changes in interest rates may also affect our operating environment and operating strategies as well as those of our competitors.  In addition, certain adjustable rate assets have limitations on the magnitude of rate changes over specified periods of time.  Accordingly, although our NII sensitivity analyses may provide an indication of our IRR exposure, such analyses are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on our net interest income and our actual results will differ.  Additionally, certain assets, liabilities and items of income and expense which may be affected by changes in interest rates, albeit to a much lesser degree, and which do not affect net interest income, are excluded from this analysis.  These include income from BOLI and changes in the fair value of MSR.  With respect to these items alone, and assuming the entire yield curve was to increase 200 basis points, through quarterly parallel increments of 50 basis points, our projected net income for the twelve month period beginning January 1, 2009 would increase by approximately $4.4 million.  Conversely, assuming the entire yield curve was to decrease 100 basis points, through quarterly parallel decrements of 25 basis points, our projected net income for the twelve month period beginning January 1, 2009 would decrease by approximately $2.9 million with respect to these items alone.

For information regarding our credit risk, see “Asset Quality,” in Item 7, “MD&A.”

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

For our Consolidated Financial Statements, see the index on page 91.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

George L. Engelke, Jr., our Chairman and Chief Executive Officer, and Frank E. Fusco, our Executive Vice President, Treasurer and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2008.  Based upon their evaluation, they each found that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required and that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal controls over financial reporting that occurred during the three months ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

See page 92 for our Management Report on Internal Control Over Financial Reporting and page 93 for the related Report of Independent Registered Public Accounting Firm.

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The Sarbanes-Oxley Act Section 302 Certifications regarding the quality of our public disclosures have been filed with the SEC as Exhibit 31.1 and Exhibit 31.2 to this Annual Report on Form 10-K.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding directors and executive officers who are not directors of Astoria Financial Corporation is presented in the tables under the headings “Board Nominees, Directors and Executive Officers,” “Committees and Meetings of the Board” and “Additional Information – Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive Proxy Statement to be utilized in connection with our Annual Meeting of Shareholders to be held on May 20, 2009, which will be filed with the SEC within 120 days from December 31, 2008, and is incorporated herein by reference.

Audit Committee Financial Expert

Information regarding the audit committee of our Board of Directors, including information regarding audit committee financial experts serving on the audit committee, is presented under the heading “Committees and Meetings of the Board” in our definitive Proxy Statement to be utilized in connection with our Annual Meeting of Shareholders to be held on May 20, 2009, which will be filed with the SEC within 120 days from December 31, 2008, and is incorporated herein by reference.

The Audit Committee Charter is available on our investor relations website at http://ir.astoriafederal.com under the heading “Corporate Governance.”  In addition, copies of our Audit Committee Charter will be provided to shareholders upon written request to Astoria Financial Corporation, Investor Relations Department, One Astoria Federal Plaza, Lake Success, New York 11042 at no charge.

Code of Business Conduct and Ethics

We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer and principal financial officer, which is available on our investor relations website at http://ir.astoriafederal.com under the heading “Corporate Governance.”  In addition, copies of our code of business conduct and ethics will be provided upon written request to Astoria Financial Corporation, Investor Relations Department, One Astoria Federal Plaza, Lake Success, New York 11042 at no charge.

Corporate Governance

Our Corporate Governance Guidelines and Nominating and Corporate Governance Committee Charter are available on our investor relations website at http://ir.astoriafederal.com under the heading “Corporate Governance.”  In addition, copies of such documents will be provided to shareholders upon written request to Astoria Financial Corporation, Investor Relations Department, One Astoria Federal Plaza, Lake Success, New York 11042 at no charge.

During the year ended December 31, 2008, there were no material changes to procedures by which security holders may recommend nominees to our Board of Directors.

ITEM 11. EXECUTIVE COMPENSATION

Information relating to executive (and director) compensation is included under the headings “Transactions with Certain Related Parties,” “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan Based Awards Table,” “Outstanding Equity Awards at Fiscal

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Year-End Table,” “Option Exercises and Stock Vested Table,” “Pension Benefits Table,” “Potential Payments upon Termination or Change in Control,” “Director Compensation,” including related narratives, “Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” in our definitive Proxy Statement to be utilized in connection with our Annual Meeting of Shareholders to be held on May 20, 2009 which will be filed with the SEC within 120 days from December 31, 2008, and is incorporated herein by reference.

The Compensation Committee Charter is available on our investor relations website at http://ir.astoriafederal.com under the heading “Corporate Governance.”  In addition, copies of our Compensation Committee Charter will be provided to shareholders upon written request to Astoria Financial Corporation, Investor Relations Department, One Astoria Federal Plaza, Lake Success, New York 11042 at no charge.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information relating to security ownership of certain beneficial owners and management is included under the headings “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Management” in our definitive Proxy Statement to be utilized in connection with our Annual Meeting of Shareholders to be held on May 20, 2009, which will be filed with the SEC within 120 days from December 31, 2008, and is incorporated herein by reference.

The following table provides information as of December 31, 2008 with respect to compensation plans, including individual compensation arrangements, under which equity securities of Astoria Financial Corporation are authorized for issuance:

Plan Category (1)	Number of securities to be issued upon exercise of outstanding options, warrants and rights   (a)		Weighted-average exercise price of outstanding options, warrants and rights  (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))  (c)
Equity compensation plans approved by security holders		8,758,089		$  21.67		3,283,509
Equity compensation plans not approved by security holders		-		-		-
Total (2)		8,758,089		$  21.67		3,283,509

(1) Excluded is any employee benefit plan that is intended to meet the qualification requirements of Section 401(a) of the Internal Revenue Code, such as the Astoria Federal ESOP and the Astoria Federal Incentive Savings Plan.  Also excluded are 831,982 shares of our common stock which represent unvested restricted stock awards made pursuant to the 2005 Re-designated, Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Employee Stock Plan, and 14,440 shares of our common stock which represent unvested restricted stock awards made pursuant to the Astoria Financial Corporation 2007 Non-Employee Directors Stock Plan, or the 2007 Director Stock Plan, since such shares, while unvested, were issued and outstanding as of December 31, 2008.  The only equity security issuable under the equity compensation plans referenced in the table is our common stock and the only equity compensation plans are stock option plans or arrangements which provide for the issuance of our common stock upon the exercise of options.  In addition, the 2005 Employee Stock Plan also provides for the grant of equity settled stock appreciation rights and awards of restricted stock or equity settled restricted stock units and the 2007 Director Stock Plan provides for awards of restricted stock.  Of the number of securities to be issued and the number of securities remaining available in the above table, 1,217,200 and 3,197,949, respectively, were authorized pursuant to the 2005 Employee Stock Plan and of the number of securities remaining available in the above table, 85,560 were authorized pursuant to the 2007 Director Stock Plan.

(2) Of the shares available for future issuance, 3,197,949 were authorized pursuant to the 2005 Employee Stock Plan and 85,560 were authorized pursuant to the 2007 Director Stock Plan as of December 31, 2008. Both plans provide for automatic adjustments to outstanding options or grants upon certain changes in capitalization. In the event of any stock split, stock dividend or other event generally affecting the number of shares of our common stock held by each person who is then a record holder of our common stock, the number of shares covered by each outstanding option, grant or award and the number of shares available for grant under the plans shall be adjusted to account for such event.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information regarding certain relationships and related transactions and director independence is included under the headings “Transactions with Certain Related Persons,” “Compensation Committee Interlocks and Insider Participation” and “Director Independence” in our definitive Proxy Statement to be utilized in connection with our Annual Meeting of Shareholders to be held on May 20, 2009, which will be filed with the SEC within 120 days from December 31, 2008, and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Information regarding principal accounting fees and services and the pre-approval of such services and fees is included under the headings “Audit Fees,” “Audit-Related Fees,” “Tax Fees” and “All Other Fees,” and in the related narrative, in our definitive Proxy Statement to be utilized in connection with our Annual Meeting of Shareholders to be held on May 20, 2009, which will be filed with the SEC within 120 days from December 31, 2008, and is incorporated herein by reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1. Financial Statements

See Index to Consolidated Financial Statements on page 91.

2. Financial Statement Schedules

Financial Statement Schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto under Item 8, “Financial Statements and Supplementary Data.”

(b)  Exhibits

See Index of Exhibits on page 138.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Astoria Financial Corporation

/s/	George L. Engelke, Jr.	Date:	February 27, 2009
	George L. Engelke, Jr.
	Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

	NAME	DATE
/s/	George L. Engelke, Jr.	February 27, 2009
	George L. Engelke, Jr.
	Chairman and Chief Executive Officer
/s/	Monte N. Redman	February 27, 2009
	Monte N. Redman
	President and Chief Operating Officer
/s/	Frank E. Fusco	February 27, 2009
	Frank E. Fusco
	Executive Vice President, Treasurer and
	Chief Financial Officer
/s/	Gerard C. Keegan	February 27, 2009
	Gerard C. Keegan
	Vice Chairman, Chief Administrative
	Officer and Director
/s/	Andrew M. Burger	February 27, 2009
	Andrew M. Burger
	Director
/s/	Denis J. Connors	February 27, 2009
	Denis J. Connors
	Director
/s/	Thomas J. Donahue	February 27, 2009
	Thomas J. Donahue
	Director

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/s/	Peter C. Haeffner, Jr.	February 27, 2009
	Peter C. Haeffner, Jr.
	Director
/s/	Ralph F. Palleschi	February 27, 2009
	Ralph F. Palleschi
	Director
/s/	Thomas V. Powderly	February 27, 2009
	Thomas V. Powderly
	Director
/s/	Leo J. Waters	February 27, 2009
	Leo J. Waters
	Director

90

CONSOLIDATED FINANCIAL STATEMENTS OF

ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

INDEX

	Page
Management Report on Internal Control Over Financial Reporting	92
Reports of Independent Registered Public Accounting Firm	93
Consolidated Statements of Financial Condition at December 31, 2008 and 2007	95
Consolidated Statements of Income for the years ended December 31, 2008, 2007 and 2006	96
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2008, 2007 and 2006	97
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006	98
Notes to Consolidated Financial Statements	99

91

MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of Astoria Financial Corporation is responsible for establishing and maintaining adequate internal control over financial reporting.  Astoria Financial Corporation’s internal control system is a process designed to provide reasonable assurance to the company’s management and board of directors regarding the preparation and fair presentation of published financial statements.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of Astoria Financial Corporation; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Astoria Financial Corporation’s assets that could have a material effect on our financial statements.

All internal control systems, no matter how well designed, have inherent limitations.  Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Astoria Financial Corporation management assessed the effectiveness of the company’s internal control over financial reporting as of December 31, 2008.  In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework.  Based on our assessment we believe that, as of December 31, 2008, the company’s internal control over financial reporting is effective based on those criteria.

Astoria Financial Corporation’s independent registered public accounting firm has issued an audit report on the effectiveness of the company’s internal control over financial reporting as of December 31, 2008.  This report appears on page 93.

92

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders of Astoria Financial Corporation:

We have audited the internal control over financial reporting of Astoria Financial Corporation and subsidiaries (the “Company”) as of December 31, 2008, based oncriteria established in Internal Control—Integrated Framework issued by theCommittee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based oncriteria established in Internal Control—Integrated Framework issued byCOSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial condition of Astoria Financial Corporation and subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2008, and our report dated February 27, 2009 expressed an unqualified opinion on those consolidated financial statements.

/s/     KPMG LLP

New York, New York

February 27, 2009

93

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders of Astoria Financial Corporation:

We have audited the accompanying consolidated statements of financial condition of Astoria Financial Corporation and subsidiaries (the “Company”) as of December 31, 2008 and 2007, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2008. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Astoria Financial Corporation and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2008, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the TreadwayCommission, and our report dated February 27, 2009 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financialreporting.

/s/     KPMG LLP

New York, New York

February 27, 2009

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ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

	At December 31,
(In Thousands, Except Share Data)	2008			2007
ASSETS:
Cash and due from banks	$	76,233		$	93,972
Repurchase agreements		24,060			24,218
Available-for-sale securities:
Encumbered		1,017,769			1,137,363
Unencumbered		372,671			175,943
		1,390,440			1,313,306
Held-to-maturity securities, fair value of $2,643,955 and $3,013,014, respectively:
Encumbered		2,204,289			2,839,017
Unencumbered		442,573			218,527
		2,646,862			3,057,544
Federal Home Loan Bank of New York stock, at cost		211,900			201,490
Loans held-for-sale, net		5,272			6,306
Loans receivable		16,712,444			16,155,014
Allowance for loan losses		(119,029	)		(78,946	)
Loans receivable, net		16,593,415			16,076,068
Mortgage servicing rights, net		8,216			12,910
Accrued interest receivable		79,589			79,132
Premises and equipment, net		139,828			139,563
Goodwill		185,151			185,151
Bank owned life insurance		401,280			398,280
Other assets		219,865			131,428
Total assets	$	21,982,111		$	21,719,368
LIABILITIES:
Deposits	$	13,479,924		$	13,049,438
Reverse repurchase agreements		2,850,000			3,730,000
Federal Home Loan Bank of New York advances		3,738,000			3,058,000
Other borrowings, net		377,274			396,658
Mortgage escrow funds		133,656			129,412
Accrued expenses and other liabilities		221,488			144,516
Total liabilities		20,800,342			20,508,024
STOCKHOLDERS' EQUITY:
Preferred stock, $1.00 par value (5,000,000 shares authorized; none issued and outstanding)		-			-
Common stock, $.01 par value (200,000,000 shares authorized; 166,494,888 shares issued; and 95,881,132 and 95,728,562 shares outstanding, respectively)		1,665			1,665
Additional paid-in capital		856,021			846,227
Retained earnings		1,864,257			1,883,902
Treasury stock (70,613,756 and 70,766,326 shares, at cost, respectively)		(1,459,211	)		(1,459,865	)
Accumulated other comprehensive loss		(61,865	)		(39,476	)
Unallocated common stock held by ESOP (5,212,668 and 5,761,391 shares, respectively)		(19,098	)		(21,109	)
Total stockholders' equity		1,181,769			1,211,344
Total liabilities and stockholders' equity	$	21,982,111		$	21,719,368

See accompanying Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF INCOME

	For the Year Ended December 31,
(In Thousands, Except Share Data)	2008			2007			2006
Interest income:
Mortgage loans:
One-to-four family	$	637,297		$	587,863		$	510,105
Multi-family, commercial real estate and construction		234,922			254,536			259,242
Consumer and other loans		17,325			30,178			35,735
Mortgage-backed and other securities		185,160			219,040			267,535
Federal funds sold and repurchase agreements		1,939			2,071			6,410
Federal Home Loan Bank of New York stock		13,068			11,634			7,787
Total interest income		1,089,711			1,105,322			1,086,814
Interest expense:
Deposits		393,897			456,039			384,770
Borrowings		300,430			315,755			311,659
Total interest expense		694,327			771,794			696,429
Net interest income		395,384			333,528			390,385
Provision for loan losses		69,000			2,500			-
Net interest income after provision for loan losses		326,384			331,028			390,385
Non-interest income:
Customer service fees		62,489			62,961			64,823
Other loan fees		3,985			4,739			4,058
Gain on sales of securities		-			2,208			-
Other-than-temporary impairment write-down of securities		(77,696	)		(20,484	)		-
Mortgage banking (loss) income, net		(457	)		1,334			4,845
Income from bank owned life insurance		16,733			17,109			16,129
Other		6,126			7,923			1,495
Total non-interest income		11,180			75,790			91,350
Non-interest expense:
General and administrative:
Compensation and benefits		124,846			124,036			116,408
Occupancy, equipment and systems		66,553			65,754			66,034
Federal deposit insurance premiums		2,213			1,595			1,672
Advertising		7,116			6,563			7,747
Other		32,532			33,325			29,942
Total non-interest expense		233,260			231,273			221,803
Income before income tax expense		104,304			175,545			259,932
Income tax expense		28,962			50,723			85,035
Net income	$	75,342		$	124,822		$	174,897
Basic earnings per common share	$	0.84		$	1.38		$	1.85
Diluted earnings per common share	$	0.83		$	1.36		$	1.80
Basic weighted average common shares		89,580,322			90,490,118			94,754,732
Diluted weighted average common and common equivalent shares		90,687,902			92,092,725			97,280,150

See accompanying Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 and 2006

															Accumulated			Unallocated
						Additional									Other			Common
				Common		Paid-in			Retained			Treasury			Comprehensive			Stock Held			Deferred
(In Thousands, Except Share Data)	Total			Stock		Capital			Earnings			Stock			Loss			by ESOP			Compensation
Balance at December 31, 2005	$	1,350,227		$	1,665	$	824,102		$	1,774,924		$	(1,171,604	)	$	(49,536	)	$	(23,688	)	$	(5,636	)
Reclassification of deferred compensation upon adoption of SFAS No. 123(R) as of January 1, 2006		-			-		(5,636	)		-			-			-			-			5,636
Comprehensive income:
Net income		174,897			-		-			174,897			-			-			-			-
Other comprehensive income, net of tax		10,451			-		-			-			-			10,451			-			-
Comprehensive income		185,348
Common stock repurchased (8,395,000 shares)		(251,216	)		-		-			-			(251,216	)		-			-			-
Dividends on common stock ($0.96 per share)		(92,097	)		-		-			(92,097	)		-			-			-			-
Exercise of stock options and related tax benefit (1,361,347 shares issued)		28,766			-		6,144			(4,041	)		26,663			-			-			-
Restricted stock grants (278,200 shares)		-			-		(8,507	)		2,845			5,662			-			-			-
Stock-based compensation and allocation of ESOP stock		13,971			-		12,837			-			-			-			1,134			-
Adjustment to accumulated other comprehensive loss upon adoption of SFAS No. 158 as of December 31, 2006 (net of $13,959 tax benefit)		(19,245	)		-		-			-			-			(19,245	)		-			-
Balance at December 31, 2006		1,215,754			1,665		828,940			1,856,528			(1,390,495	)		(58,330	)		(22,554	)		-
Adjustment to retained earnings upon adoption of EITF Issue No. 06-05 effective January 1, 2007		(509	)		-		-			(509	)		-			-			-			-
Comprehensive income:
Net income		124,822			-		-			124,822			-			-			-			-
Other comprehensive income, net of tax		18,854			-		-			-			-			18,854			-			-
Comprehensive income		143,676
Common stock repurchased (3,005,000 shares)		(80,055	)		-		-			-			(80,055	)		-			-			-
Dividends on common stock ($1.04 per share)		(95,176	)		-		-			(95,176	)		-			-			-			-
Exercise of stock options and related tax benefit (530,424 shares issued)		11,318			-		2,148			(1,685	)		10,855			-			-			-
Forfeitures of restricted stock (8,689 shares)		10			-		258			(78	)		(170	)		-			-			-
Stock-based compensation and allocation of ESOP stock		16,326			-		14,881			-			-			-			1,445			-
Balance at December 31, 2007		1,211,344			1,665		846,227			1,883,902			(1,459,865	)		(39,476	)		(21,109	)		-
Comprehensive income:
Net income		75,342			-		-			75,342			-			-			-			-
Other comprehensive loss, net of tax		(22,389	)		-		-			-			-			(22,389	)		-			-
Comprehensive income		52,953
Common stock repurchased (755,000 shares)		(18,090	)		-		-			-			(18,090	)		-			-			-
Dividends on common stock ($1.04 per share)		(93,500	)		-		311			(93,811	)		-			-			-			-
Exercise of stock options and related tax benefit (524,618 shares issued)		9,404			-		1,362			(2,795	)		10,837			-			-			-
Restricted stock grants (394,840 shares)		-			-		(9,839	)		1,693			8,146			-			-			-
Tax benefit shortfall on vested restricted stock		(6	)		-		(6	)		-			-			-			-			-
Forfeitures of restricted stock (11,888 shares)		17			-		330			(74	)		(239	)		-			-			-
Stock-based compensation and allocation of ESOP stock		19,647			-		17,636			-			-			-			2,011			-
Balance at December 31, 2008	$	1,181,769		$	1,665	$	856,021		$	1,864,257		$	(1,459,211	)	$	(61,865	)	$	(19,098	)	$	-

See accompanying Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year Ended December 31,
(In Thousands)	2008			2007			2006
Cash flows from operating activities:
Net income	$	75,342		$	124,822		$	174,897
Adjustments to reconcile net income to net cash provided by operating activities:
Net premium amortization on mortgage loans and mortgage-backed securities		25,239			17,023			15,589
Net amortization of deferred costs on consumer and other loans, other securities and borrowings		2,845			3,780			4,347
Net provision for loan and real estate losses		71,695			2,993			121
Depreciation and amortization		12,907			13,384			13,865
Net gain on sales of loans and securities		(1,346	)		(3,939	)		(2,146	)
Other-than-temporary impairment write-down of securities		77,696			20,484			-
Originations of loans held-for-sale		(136,211	)		(205,538	)		(233,923	)
Proceeds from sales and principal repayments of loans held-for-sale		137,770			216,126			242,038
Stock-based compensation and allocation of ESOP stock		19,664			16,336			13,971
(Increase) decrease in accrued interest receivable		(457	)		(371	)		1,557
Mortgage servicing rights amortization and valuation allowance adjustments		5,559			4,427			1,742
Bank owned life insurance income and insurance proceeds received, net		(3,000	)		(12,837	)		(3,339	)
(Increase) decrease in other assets		(60,933	)		5,897			(3,136	)
Increase (decrease) in accrued expenses and other liabilities		9,092			5,257			(8,864	)
Net cash provided by operating activities		235,862			207,844			216,719
Cash flows from investing activities:
Originations of loans receivable		(3,880,451	)		(3,830,671	)		(3,088,055	)
Loan purchases through third parties		(483,035	)		(411,644	)		(389,696	)
Principal payments on loans receivable		3,691,325			3,011,822			2,865,055
Proceeds from sales of delinquent and non-performing loans		15,455			10,412			10,148
Purchases of securities held-to-maturity		(166,549	)		-			-
Purchases of securities available-for-sale		(322,285	)		-			(25	)
Principal payments on securities held-to-maturity		578,673			723,257			952,885
Principal payments on securities available-for-sale		202,818			245,871			299,242
Proceeds from sales of securities available-for-sale		-			2,434			-
Net purchases of Federal Home Loan Bank of New York stock		(10,410	)		(47,850	)		(8,393	)
Proceeds from sales of real estate owned, net		21,334			1,888			1,222
Purchases of premises and equipment, net of proceeds from sales		(13,172	)		(7,716	)		(7,602	)
Net cash (used in) provided by investing activities		(366,297	)		(302,197	)		634,781
Cash flows from financing activities:
Net increase (decrease) in deposits		430,486			(174,586	)		413,569
Net increase (decrease) in borrowings with original terms of three months or less		230,000			18,000			(255,000	)
Proceeds from borrowings with original terms greater than three months		1,650,000			3,200,000			825,000
Repayments of borrowings with original terms greater than three months		(2,100,000	)		(2,870,000	)		(1,674,000	)
Net increase (decrease) in mortgage escrow funds		4,244			(2,668	)		7,151
Common stock repurchased		(18,090	)		(80,055	)		(251,216	)
Cash dividends paid to stockholders		(93,811	)		(95,176	)		(92,097	)
Cash received for options exercised		8,042			9,170			22,622
Excess tax benefits from share-based payment arrangements		1,667			2,148			6,144
Net cash provided by (used in) financing activities		112,538			6,833			(997,827	)
Net decrease in cash and cash equivalents		(17,897	)		(87,520	)		(146,327	)
Cash and cash equivalents at beginning of year		118,190			205,710			352,037
Cash and cash equivalents at end of year	$	100,293		$	118,190		$	205,710
Supplemental disclosures:
Cash paid during the year:
Interest	$	703,905		$	766,769		$	694,455
Income taxes	$	80,325		$	54,607		$	84,441
Additions to real estate owned	$	40,395		$	10,869		$	904

See accompanying Notes to Consolidated Financial Statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1)  Summary of Significant Accounting Policies

The following significant accounting and reporting policies of Astoria Financial Corporation and subsidiaries conform to U.S. generally accepted accounting principles, or GAAP, and are used in preparing and presenting these consolidated financial statements.

(a)  Basis of Presentation

The accompanying consolidated financial statements include the accounts of Astoria Financial Corporation and its wholly-owned subsidiaries: Astoria Federal Savings and Loan Association and its subsidiaries, referred to as Astoria Federal, and AF Insurance Agency, Inc.  AF Insurance Agency, Inc. is a licensed life insurance agency and property and casualty insurance broker which, through contractual agreements with various third party marketing organizations, makes insurance products available primarily to the customers of Astoria Federal.  As used in this annual report, “we,” “us” and “our” refer to Astoria Financial Corporation and its consolidated subsidiaries.  All significant inter-company accounts and transactions have been eliminated in consolidation.

In addition to Astoria Federal and AF Insurance Agency, Inc., we have another subsidiary, Astoria Capital Trust I, which is not consolidated with Astoria Financial Corporation for financial reporting purposes in accordance with Financial Accounting Standards Board, or FASB, revised Interpretation No. 46, “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51,” or FIN 46(R).  See Note 8 for a further discussion of Astoria Capital Trust I.

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenues and expenses during the reporting periods.  The estimate of our allowance for loan losses, the valuation of mortgage servicing rights, or MSR, and impairment judgments regarding goodwill and securities are particularly critical because they involve a higher degree of complexity and subjectivity and require estimates and assumptions about highly uncertain matters.  Actual results may differ from our estimates and assumptions.  Certain reclassifications have been made to prior year amounts to conform to the current year presentation.

(b)  Cash and Cash Equivalents

For the purpose of reporting cash flows, cash and cash equivalents include cash and due from banks and federal funds sold and repurchase agreements with original maturities of three months or less.  Astoria Federal is required by the Federal Reserve System to maintain cash reserves equal to a percentage of certain deposits.  The reserve requirement totaled $15.2 million at December 31, 2008 and $12.8 million at December 31, 2007.  Prior to October 2008, we did not receive interest on our cash reserves at the Federal Reserve Bank.  Effective October 1, 2008 as a result of the Emergency Economic Stabilization Act of 2008, we began earning interest on our cash reserves at a rate of interest indexed to the target federal funds rates.

(c) Repurchase Agreements (Securities Purchased Under Agreements to Resell)

We purchase securities under agreements to resell (repurchase agreements).  These agreements represent short-term loans and are reflected as an asset in the consolidated statements of financial condition.  We may sell, loan or otherwise dispose of such securities to other parties in the normal course of our operations.  The same securities are to be resold at the maturity of the repurchase agreements.

(d)  Securities

Securities are classified as held-to-maturity, available-for-sale or trading.  Management determines the appropriate classification of securities at the time of acquisition.  Our available-for-sale portfolio is carried at estimated fair value on a recurring basis, with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income/loss in stockholders' equity.  Debt securities which we have the positive intent and ability to hold to maturity are classified as held-to-maturity and are carried at amortized cost.  Premiums and discounts are recognized as adjustments to interest income using the interest method over the remaining period to contractual maturity, adjusted for prepayments.  Gains and losses on the sale of all securities are determined using the specific identification method and are reflected in earnings when realized.  For the years ended December 31, 2008, 2007

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

and 2006, we did not maintain a trading portfolio.  We conduct a periodic review and evaluation of the securities portfolio to determine if a decline in the fair value of any security below its cost basis is other-than-temporary.  Our evaluation of other-than-temporary impairment considers the duration and severity of the impairment, our intent and ability to hold the securities and our assessments of the reason for the decline in value and the likelihood of a near-term recovery.  If such decline is deemed other-than-temporary, the security is written down to a new cost basis and the resulting loss is charged to earnings as a component of non-interest income.

(e)  Federal Home Loan Bank of New York Stock

As a member of the Federal Home Loan Bank of New York, or FHLB-NY, we are required to acquire and hold shares of the FHLB-NY Class B stock.  Our holding requirement varies based on our activities, primarily our outstanding borrowings, with the FHLB-NY.  Our investment in FHLB-NY stock is carried at cost.  We conduct a periodic review and evaluation of our FHLB-NY stock to determine if any impairment exists.

(f)  Loans Held-for-Sale

Generally, we originate fifteen year and thirty year fixed rate one-to-four family mortgage loans for sale to various government-sponsored enterprises, or GSEs, or other investors on a servicing released or retained basis.  The sale of such loans is generally arranged through a master commitment on a mandatory delivery or best efforts basis.  In addition, student loans are sold to the Student Loan Marketing Association generally before repayment begins during the grace period of the loan.  We discontinued originations of student loans during 2008.

Loans held-for-sale are carried at the lower of cost or estimated fair value, as determined on an aggregate basis.  Net unrealized losses, if any, are recognized in a valuation allowance through charges to earnings.  Premiums and discounts and origination fees and costs on loans held-for-sale are deferred and recognized as a component of the gain or loss on sale.  Gains and losses on sales of loans held-for-sale are recognized on settlement dates and are determined by the difference between the sale proceeds and the carrying valueof the loans.  These transactions are accounted for as sales based on our satisfaction of the criteria for such accounting which provide that, as transferor, we have surrendered control over the loans.

From time to time, we have also sold certain delinquent and non-performing loans held in portfolio.  Upon our decision to sell such loans, we reclassify them to held-for-sale at the lower of cost or fair value, less estimated selling costs.  Reductions in carrying values are reflected as a write-down of the recorded investment in the loans resulting in a new cost basis, with credit-related losses charged to the allowance for loan losses.  Our delinquent and non-performing loans are sold without recourse and we generally do not provide financing.

(g)  Loans Receivable and Allowance for Loan Losses

Loans receivable are carried at the unpaid principal balances, net of unamortized premiums and discounts and deferred loan origination costs and fees, which are recognized as yield adjustments using the interest method.  We amortize these amounts over the contractual life of the related loans, adjusted for prepayments.

The allowance for loan losses is established and maintained through a provision for loan losses based on our evaluation of the probable inherent losses in our loan portfolio.  The allowance is increased by the provision for loan losses charged to earnings and is decreased by charge-offs, net of recoveries.  Pursuant to our policy, loan losses are charged-off in the period the loans, or portions thereof, are deemed uncollectible.  We evaluate the adequacy of our allowance on a quarterly basis.  The allowance is comprised of both specific valuation allowances and general valuation allowances.

Specific valuation allowances are established in connection with individual loan reviews and the asset classification process.  Loans we individually classify as impaired include multi-family mortgage loans, commercial real estate loans and construction loans with balances of over $1.0 million which have been classified by our Asset Review Department as either substandard-3 or doubtful, certain loans modified in a troubled debt restructuring and mortgage loans where a portion of the outstanding principal has been charged-off.  A loan is considered impaired when, based upon current information and events, it is probable that we will be unable to collect all amounts due, including principal and interest, according to the contractual terms of the loan agreement.  The primary considerations in establishing specific valuation allowances are the current estimated value of a loan’s underlying collateral and the loan’s payment history.  We update ourestimates of collateral value for loans meeting certain criteria based on new

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

appraisals, where practical, or based on a drive-by inspection and a comparison of the property securing the loan with similar properties in the area for one-to-four family mortgage loans, or based on an internal cash flow analysis, generally coupled with a drive-by inspection of the property, for multi-family and commercial real estate loans.  We also consider various current and anticipated economic conditions in determining our specific valuation allowances.

General valuation allowances represent loss allowances that have been established to recognize the inherent risks associated with our lending activities, but which, unlike specific allowances, have not been allocated to particular loans.  The determination of the adequacy of the general valuation allowances takes into consideration a variety of factors.  We consider our loss experience, the size, composition, risk profile, delinquency levels and cure rates of our portfolio, as well as our credit administration and asset management procedures.  We also monitor property value trends in our market areas in order to determine what impact, if any, such trends may have on the level of our general valuation allowances.  In addition, we evaluate and consider the impact that current and anticipated economic and market conditions may have on the portfolio, our asset quality ratios and known and inherent risks in the portfolio.  After evaluating these variables, we determine appropriate allowance coverage percentages for each of our portfolio segments and the appropriate level of our allowance for loan losses.  Our allowance coverage percentages are used to estimate the amount of probable losses inherent in our loan portfolio in determining our general valuation allowances.

The balance of our allowance for loan losses represents management’s best estimate of the probable inherent losses in our loan portfolio at December 31, 2008 and 2007.  Actual results could differ from our estimates as a result of changes in economic or market conditions and may also be impacted by U.S. government actions.  Changes in estimates could result in a material change in the estimate of the allowance for loan losses.  While we believe that the allowance for loan losses has been established and maintained at levels that reflect the risks inherent in our loan portfolio at this time, future adjustments may be necessary if portfolio performance or economic or market conditions differ substantially from the conditions that existed at the time of the initial estimates.

We discontinue accruing interest on loans when such loans become 90 days delinquent as to their payment due date (missed three payments).  In addition, we reverse all previously accrued and uncollected interest through a charge to interest income.  While loans are in non-accrual status, interest due is monitored and income is recognized only to the extent cash is received until a return to accrual status is warranted.  Prior to January 1, 2008, we discontinued accruing interest on mortgage loans when such loans became 90 days delinquent as to their interest due, even though in many instances the borrower had only missed two payments, and we discontinued accruing interest on consumer and other loans when such loans became 90 days delinquent as to their payment due date.  In some circumstances, we continue to accrue interest on mortgage loans delinquent 90 days or more as to their maturity date but not their interest due.  Loans modified in a troubled debt restructuring are placed on non-accrual status until we determine that future collection of principal and interest is reasonably assured, which generally requires that the borrower demonstrate a period of performance according to the restructured terms of six months.

(h)  Mortgage Servicing Rights

We recognize as separate assets the rights to service mortgage loans.  The right to service loans for others is generally obtained through the sale of loans with servicing retained.  The initial asset recognized for originated MSR is measured at fair value.  The fair value of MSR is estimated by reference to current market values of similar loans sold servicing released.  MSR are amortized in proportion to and over the period of estimated net servicing income.  We apply the amortization method for measurements of our MSR.  MSR are assessed for impairment based on fair value at each reporting date.  MSR impairment, if any, is recognized in a valuation allowance through charges to earnings.  Increases in the fair value of impaired MSR are recognized only up to the amount of the previously recognized valuation allowance.  Fees earned for servicing loans are reported as income when the related mortgage loan payments are collected.

We assess impairment of our MSR based on the estimated fair value of those rights on a stratum-by-stratum basis with any impairment recognized through a valuation allowance for each impaired stratum.  We stratify our MSR by underlying loan type (primarily fixed and adjustable) and interest rate.  Individual allowances for each stratum are then adjusted in subsequent periods to reflect changes in the measurement of impairment.

We outsource the servicing of our mortgage loan portfolio, including our portfolio of mortgage loans serviced for other investors, to an unrelated third party under a sub-servicing agreement.  Fees paid under the sub-servicing agreement are reported in non-interest expense.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(i) Premises and Equipment

Land is carried at cost.  Buildings and improvements, leasehold improvements and furniture, fixtures and equipment are carried at cost, less accumulated depreciation and amortization totaling $154.3 million at December 31, 2008 and $148.7 million at December 31, 2007.  Buildings and improvements and furniture, fixtures and equipment are depreciated using the straight-line method over the estimated useful lives of the assets.  Leasehold improvements are amortized using the straight-line method over the shorter of the term of the related leases or the estimated useful lives of the improved property.

Included in premises and equipment, net, is an office building with a net carrying value of $18.5 million which is classified as held-for-sale as of December 31, 2008.  The office building, which is currently unoccupied, is located in Lake Success, New York, and formerly housed our lending operations, which were relocated in March 2008 to a facility which we currently lease in Mineola, New York.  We performed an impairment analysis of the building and determined that the estimated fair value of the building exceeds the net carrying value and, as such, there is no impairment.  Since the building is classified as held-for-sale, no future depreciation expense will be recorded.

(j)  Goodwill

Goodwill is presumed to have an indefinite useful life and is tested, at least annually, for impairment at the reporting unit level.  For purposes of our goodwill impairment testing, we have identified a single reporting unit.  We consider the quoted market price of our common stock on our impairment testing date as an initial indicator of estimating the fair value of our reporting unit.  In addition, we consider our average stock price, both before and after our impairment test date, as well as market-based control premiums in determining the estimated fair value of our reporting unit.  If the estimated fair value of our reporting unit exceeds its carrying amount, further evaluation is not necessary.  However, if the fair value of our reporting unit is less than its carrying amount, further evaluation is required to compare the implied fair value of the reporting unit’s goodwill to its carrying amount to determine if a write-down of goodwill is required.

As of December 31, 2008, the carrying amount of our goodwill totaled $185.2 million.  On September 30, 2008, we performed our annual goodwill impairment test and determined the estimated fair value of our reporting unit to be in excess of its carrying amount.  Accordingly, as of our annual impairment test date, there was no indication of goodwill impairment.  We would test our goodwill for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of our reporting unit below its carrying amount.  Accordingly, we also evaluated goodwill for impairment as of December 31, 2008 due to the market’s continued contraction.  The results of this analysis also considered market events occurring subsequent to year-end.  The estimated fair value of our reporting unit was in excess of its carrying amount at December 31, 2008.  No assurance can be given that we will not record an impairment loss on goodwill in 2009. However, our tangible capital ratio and Astoria Federal’s regulatory capital ratios would not be affected by this potential non-cash expense since goodwill is not included in these calculations.

(k)  Bank Owned Life Insurance

BOLI is carried at the amount that could be realized under our life insurance contract as of the date of the statement of financial condition and is classified as a non-interest earning asset.  Increases in the carrying value are recorded as non-interest income in the consolidated statements of income and insurance proceeds received are recorded as a reduction of the carrying value.  The carrying value consists of cash surrender value of $375.9 million at December 31, 2008 and $378.2 million at December 31, 2007, claims stabilization reserve of $22.9 million at December 31, 2008 and $16.2 million at December 31, 2007 and deferred acquisition costs of $2.5 million at December 31, 2008 and $3.9 million at December 31, 2007.  Repayment of the claims stabilization reserve (funds transferred from the cash surrender value to provide for future death benefit payments) and the deferred acquisition costs (costs incurred by the insurance carrier for the policy issuance) is guaranteed by the insurance carrier provided that certain conditions are met at the date of a contract surrender.  We satisfied these conditions at December 31, 2008 and 2007.

(l)  Real Estate Owned

Real estate owned, or REO, represents real estate acquired through foreclosure or by deed in lieu of foreclosure and is initially recorded at the lower of cost or fair value, less estimated selling costs.  Write-downs required at the time of acquisition are charged to the allowance for loan losses.  Thereafter, we maintain an allowance for losses

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representing decreases in the properties’ estimated fair value which are charged to income along with any additional property maintenance and protection expenses incurred in owning the property.  REO, which is included in other assets, amounted to $25.5 million, net of an allowance for losses of $2.0 million, at December 31, 2008 and $9.1 million, net of an allowance for losses of $493,000, at December 31, 2007.

(m)  Reverse Repurchase Agreements (Securities Sold Under Agreements to Repurchase)

We enter into sales of securities under agreements to repurchase with selected dealers and banks (reverse repurchase agreements).  Such agreements are accounted for as secured financing transactions since we maintain effective control over the transferred securities and the transfer meets the other criteria for such accounting.  Obligations to repurchase securities sold are reflected as a liability in our consolidated statements of financial condition.  The securities underlying the agreements are delivered to a custodial account for the benefit of the dealer or bank with whom each transaction is executed.  The dealers or banks, who may sell, loan or otherwise dispose of such securities to other parties in the normal course of their operations, agree to resell us the same securities at the maturities of the agreements.  We retain the right of substitution of collateral throughout the terms of the agreements.  The securities underlying the agreements are classified as encumbered securities in our consolidated statements of financial condition.

(n)  Derivative Instruments

As part of our interest rate risk management, we may utilize, from time-to-time, derivative instruments which are recorded as either assets or liabilities in the consolidated statements of financial condition at fair value.  Changes in the fair values of derivatives are reported in our results of operations or other comprehensive income depending on the use of the derivative and whether it qualifies for hedge accounting.  Derivatives that qualify for hedge accounting treatment are designated as either a fair value hedge or a cash flow hedge.  For fair value hedges, changes in the fair values of the derivative instruments are recognized in our results of operations together with changes in the fair values of the related assets and liabilities attributable to the hedged risk.  For cash flow hedges, changes in the fair values of the derivative instruments are reported in other comprehensive income to the extent the hedge is effective.  We may also enter into derivative instruments with no hedging designations.  Changes in the fair values of these derivatives are recognized currently in our results of operations, generally in other non-interest expense.  We do not use derivatives for trading purposes.

(o)  Income Taxes

Deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates, applicable to future years, to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income tax expense in the period that includes the enactment date.  Certain tax benefits attributable to stock options and restricted stock, including the tax benefit related to dividends paid on unvested restricted stock awards, are credited to additional paid-in-capital.  Accruals of interest and penalties related to unrecognized tax benefits are recognized in income tax expense.

(p)  Earnings Per Common Share

Basic earnings per common share, or EPS, is computed by dividing net income by the weighted-average common shares outstanding during the year.  The weighted-average common shares outstanding includes the weighted-average number of shares of common stock outstanding less the weighted average number of unvested shares of restricted stock and unallocated shares held by the Employee Stock Ownership Plan, or ESOP.  For EPS calculations, ESOP shares that have been committed to be released are considered outstanding.  ESOP shares that have not been committed to be released are excluded from outstanding shares on a weighted average basis for EPS calculations.

Diluted EPS is computed using the same method as basic EPS, but includes the effect of all dilutive potential common shares that were outstanding during the period, such as unexercised stock options and unvested shares of restricted stock, calculated using the treasury stock method.  When applying the treasury stock method, we add: (1) the assumed proceeds from option exercises; (2) the tax benefit that would have been credited to additional paid-in capital assuming exercise of non-qualified stock options and vesting of shares of restricted stock; and (3) the average unamortized compensation costs related to unvested shares of restricted stock and stock options.  We then divide

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this sum by our average stock price to calculate shares repurchased.  The excess of the number of shares issuable over the number of shares assumed to be repurchased is added to basic weighted average common shares to calculate diluted EPS.

(q)  Employee Benefits

Astoria Federal has a qualified, non-contributory defined benefit pension plan, or the Astoria Federal Pension Plan, covering employees meeting specified eligibility criteria.  Astoria Federal’s policy is to fund pension costs in accordance with the minimum funding requirement.  Contributions are intended to provide not only for benefits attributed to service to date, but also for those expected to be earned in the future.  In addition, Astoria Federal has non-qualified and unfunded supplemental retirement plans covering certain officers and directors.

We also sponsor a defined benefit health care plan that provides for postretirement medical and dental coverage to select individuals.  The costs of postretirement benefits are accrued during an employee's active working career.

We recognize the overfunded or underfunded status of our defined benefit pension plans and other postretirement benefit plan, which is measured as the difference between plan assets at fair value and the benefit obligation at the measurement date, in other assets or other liabilities in our consolidated statements of financial condition.  Changes in the funded status are recognized through comprehensive income in the year in which the changes occur.

We record compensation expense related to the ESOP at an amount equal to the shares allocated by the ESOP multiplied by the average fair value of our common stock during the year of allocation, plus the cash contributions made to participant accounts.   The difference between the fair value of shares for the period and the cost of the shares allocated by the ESOP is recorded as an adjustment to additional paid-in capital.

(r)  Stock Incentive Plans

We recognize the cost of employee services received in exchange for awards of equity instruments based on the grant-date fair value of awards granted after January 1, 2006 and to awards modified, repurchased or cancelled after that date.  Additionally, we recognize compensation cost for the portion of awards that were outstanding at January 1, 2006 and for which the requisite service had not been rendered, based on the grant-date fair value of those awards calculated under SFAS No. 123, “Share Based Payments,” for pro forma disclosures.  Compensation cost related to restricted stock grants and stock option grants is recognized on a straight-line basis over the requisite service period.  The fair value of restricted stock awards is based on the closing market value as reported on the New York Stock Exchange on the grant date.

(s)  Segment Reporting

As a community-oriented financial institution, substantially all of our operations involve the delivery of loan and deposit products to customers. We make operating decisions and assess performance based on an ongoing review of these community banking operations, which constitute our only operating segment for financial reporting purposes.

(t)  Impact of Recent Accounting Standards and Interpretations

In December 2008, the FASB issued Staff Position, or FSP, No. FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets,” which amends SFAS No. 132 (revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement Benefits,” to provide guidance on an employer’s disclosures about plan assets of a defined benefit pension or other postretirement plan.  The FSP clarifies that the objectives of the disclosures about postretirement benefit plan assets are to provide users of financial statements with an understanding of: (1) how investment allocation decisions are made, including the factors that are pertinent to an understanding of investment policies and strategies; (2) the major categories of plan assets; (3) the inputs and valuation techniques used to measure the fair value of plan assets; (4) the effect of fair value measurements using significant unobservable inputs (Level 3) on changes in plan assets for the period; and (5) significant concentrations of risk within plan assets.  In addition, the FSP expands the disclosures related to these overall objectives.  The disclosures about plan assets required by this FSP are effective for fiscal years ending after December 15, 2009.  Upon initial application, the disclosures are not required for earlier periods that are presented for comparative purposes, although earlier application is permitted.

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In June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities,” which addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing EPS under the two-class method described in SFAS No. 128, “Earnings per Share.”  The FSP concluded that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities and shall be included in the computation of EPS pursuant to the two-class method.  Our restricted stock awards are considered participating securities.  FSP No. EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years.  All prior-period EPS data presented shall be adjusted retrospectively to conform with the provisions of the FSP.  Early application is not permitted.  FSP No. EITF 03-6-1 is not expected to have a material impact on our computation of EPS.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133.”  SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” to provide users of financial statements with an enhanced understanding of: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for; and (3) how such items affect an entity’s financial position, performance and cash flows.  SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivative instruments, quantitative disclosures about fair value amounts of, and gains and losses on, derivative instruments and disclosures about credit-risk-related contingent features in derivative agreements.  SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged.  SFAS No. 161 also encourages, but does not require, disclosures for earlier periods presented for comparative purposes at initial adoption.  Since the provisions of SFAS No. 161 are disclosure related, our adoption of SFAS No. 161 will not have an impact on our financial condition or results of operations.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51.”  SFAS No. 160 amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements” to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  Among other things, SFAS No. 160 clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements and requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest.  SFAS No. 160 also amends SFAS No. 128 so that earnings per share calculations in consolidated financial statements will continue to be based on amounts attributable to the parent.  SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 and is applied prospectively as of the beginning of the fiscal year in which it is initially applied, except for the presentation and disclosure requirements which are to be applied retrospectively for all periods presented.  SFAS No. 160 is not expected to have a material impact on our financial condition or results of operations.

In December 2007, the FASB issued revised SFAS No. 141, “Business Combinations,” or SFAS No. 141(R).  SFAS No. 141(R) retains the fundamental requirements of SFAS No. 141 that the acquisition method of accounting (formerly the purchase method) be used for all business combinations; that an acquirer be identified for each business combination; and that intangible assets be identified and recognized separately from goodwill.  SFAS No. 141(R) requires the acquiring entity in a business combination to recognize the assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date, with limited exceptions.  Additionally, SFAS No. 141(R) changes the requirements for recognizing assets acquired and liabilities assumed arising from contingencies and recognizing and measuring contingent consideration.  SFAS No. 141(R) also enhances the disclosure requirements for business combinations.  SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008 and may not be applied before that date.  SFAS No. 141(R) is not expected to have a material impact on our financial condition or results of operations.

(2)  Repurchase Agreements

Repurchase agreements averaged $32.5 million during the year ended December 31, 2008 and $33.9 million during the year ended December 31, 2007.  The maximum amount of such agreements outstanding at any month end was $121.5 million during the year ended December 31, 2008 and $67.2 million during the year ended December 31, 2007.  As of December 31, 2008, one repurchase agreement totaling $24.1 million was outstanding.  As of

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December 31, 2007, one repurchase agreement totaling $24.2 million was outstanding.  The fair value of the securities held under these agreements was $24.7 million as of December 31, 2008 and $24.6 million as of December 31, 2007.  None of the securities held under repurchase agreements were sold or repledged during the years ended December 31, 2008 and 2007.

(3)  Securities

The amortized cost and estimated fair value of securities available-for-sale and held-to-maturity at December 31, 2008 and 2007 are as follows:

	At December 31, 2008
			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
(In Thousands)	Cost		Gains		Losses			Value
Available-for-sale:
Mortgage-backed securities:
REMICs and CMOs (1):
GSE issuance	$	1,324,004	$	8,642	$	(13,470	)	$	1,319,176
Non-GSE issuance		33,795		-		(4,355	)		29,440
GSE pass-through certificates		40,383		487		(204	)		40,666
Total mortgage-backed securities		1,398,182		9,129		(18,029	)		1,389,282
Freddie Mac preferred stock		5,300		-		(4,168	)		1,132
Other securities		40		-		(14	)		26
Total securities available-for-sale	$	1,403,522	$	9,129	$	(22,211	)	$	1,390,440
Held-to-maturity:
Mortgage-backed securities:
REMICs and CMOs:
GSE issuance	$	2,451,155	$	16,119	$	(2,200	)	$	2,465,074
Non-GSE issuance		188,473		-		(16,887	)		171,586
GSE pass-through certificates		1,558		61		-			1,619
Total mortgage-backed securities		2,641,186		16,180		(19,087	)		2,638,279
Obligations of states and political subdivisions		5,676		-		-			5,676
Total securities held-to-maturity	$	2,646,862	$	16,180	$	(19,087	)	$	2,643,955

(1)Real estate mortgage investment conduits and collateralized mortgage obligations.

	At December 31, 2007
			Gross		Gross			Estimated
	Amortized		Unrealized		Unrealized			Fair
(In Thousands)	Cost		Gains		Losses			Value
Available-for-sale:
Mortgage-backed securities:
REMICs and CMOs:
GSE issuance	$	1,184,629	$	39	$	(46,529	)	$	1,138,139
Non-GSE issuance		40,726		-		(2,345	)		38,381
GSE pass-through certificates		51,992		1,269		(59	)		53,202
Total mortgage-backed securities		1,277,347		1,308		(48,933	)		1,229,722
Freddie Mac preferred stock		82,996		-		-			82,996
Other securities		565		23		-			588
Total securities available-for-sale	$	1,360,908	$	1,331	$	(48,933	)	$	1,313,306
Held-to-maturity:
Mortgage-backed securities:
REMICs and CMOs:
GSE issuance	$	2,822,089	$	883	$	(38,572	)	$	2,784,400
Non-GSE issuance		227,278		-		(6,925	)		220,353
GSE pass-through certificates		2,108		86		(2	)		2,192
Total mortgage-backed securities		3,051,475		969		(45,499	)		3,006,945
Obligations of states and political subdivisions		6,069		-		-			6,069
Total securities held-to-maturity	$	3,057,544	$	969	$	(45,499	)	$	3,013,014

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Our investment portfolio is comprised primarily of fixed rate mortgage-backed securities guaranteed by a GSE as issuer.  Substantially all of our non-GSE issuance securities have a AAA credit rating and they have performed similarly to our GSE issuance securities.  The current mortgage market conditions reflecting credit quality concerns have not had a significant impact on our non-GSE securities.  Based on the high quality of our investment portfolio, current market conditions have not significantly impacted the pricing of our portfolio or our ability to obtain reliable prices.

The following tables set forth the estimated fair values of securities with gross unrealized losses at December 31, 2008 and 2007, segregated between securities that have been in a continuous unrealized loss position for less than twelve months at the respective dates and those that have been in a continuous unrealized loss position for twelve months or longer.

	At December 31, 2008
	Less Than Twelve Months					Twelve Months or Longer					Total
			Gross					Gross					Gross
	Estimated		Unrealized			Estimated		Unrealized			Estimated		Unrealized
(In Thousands)	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
Available-for-sale:
REMICs and CMOs:
GSE issuance	$	167,797	$	(499	)	$	537,772	$	(12,971	)	$	705,569	$	(13,470	)
Non-GSE issuance		962		(50	)		28,205		(4,305	)		29,167		(4,355	)
GSE pass-through certificates		18,013		(169	)		1,389		(35	)		19,402		(204	)
Freddie Mac preferred stock		1,132		(4,168	)		-		-			1,132		(4,168	)
Other securities		1		(13	)		1		(1	)		2		(14	)
Total temporarily impaired securities available-for-sale	$	187,905	$	(4,899	)	$	567,367	$	(17,312	)	$	755,272	$	(22,211	)
Held-to-maturity:
REMICs and CMOs:
GSE issuance	$	357,335	$	(1,202	)	$	95,249	$	(998	)	$	452,584	$	(2,200	)
Non-GSE issuance		75,830		(1,991	)		95,733		(14,896	)		171,563		(16,887	)
Total temporarily impaired securities held-to-maturity	$	433,165	$	(3,193	)	$	190,982	$	(15,894	)	$	624,147	$	(19,087	)

	At December 31, 2007
	Less Than Twelve Months					Twelve Months or Longer					Total
			Gross					Gross					Gross
	Estimated		Unrealized			Estimated		Unrealized			Estimated		Unrealized
(In Thousands)	Fair Value		Losses			Fair Value		Losses			Fair Value		Losses
Available-for-sale:
REMICs and CMOs:
GSE issuance	$	14	$	(1	)	$	1,135,594	$	(46,528	)	$	1,135,608	$	(46,529	)
Non-GSE issuance		428		(14	)		37,953		(2,331	)		38,381		(2,345	)
GSE pass-through certificates		2,765		(9	)		2,918		(50	)		5,683		(59	)
Total temporarily impaired securities available-for-sale	$	3,207	$	(24	)	$	1,176,465	$	(48,909	)	$	1,179,672	$	(48,933	)
Held-to-maturity:
REMICs and CMOs:
GSE issuance	$	102,787	$	(250	)	$	2,513,243	$	(38,322	)	$	2,616,030	$	(38,572	)
Non-GSE issuance		-		-			220,329		(6,925	)		220,329		(6,925	)
GSE pass-through certificates		26		(1	)		52		(1	)		78		(2	)
Total temporarily impaired securities held-to-maturity	$	102,813	$	(251	)	$	2,733,624	$	(45,248	)	$	2,836,437	$	(45,499	)

The number of securities which had an unrealized loss totaled 146 at December 31, 2008 and 205 at December 31, 2007.  Of the securities in an unrealized loss position, 85.4% at December 31, 2008 and 93.6% at December 31, 2007, based on estimated fair value, are obligations of GSEs.  At December 31, 2008 and 2007, substantially all of the securities in an unrealized loss position had a fixed interest rate and the cause of the temporary impairment is directly related to the change in interest rates.  In general, as interest rates rise, the fair value of fixed rate securities will decrease; as interest rates fall, the fair value of fixed rate securities will increase.  We generally view changes in fair value caused by changes in interest rates as temporary, which is consistent with our experience.  Therefore, as of

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December 31, 2008 and 2007, the impairments are deemed temporary based on the direct relationship of the decline in fair value to movements in interest rates, the estimated remaining life and high credit quality of the investments and our ability and intent to hold these investments until there is a full recovery of the unrealized loss, which may be until maturity.

During the year ended December 31, 2008, we recorded a $77.7 million other-than-temporary impairment, or OTTI, charge in the third quarter to reduce the carrying amount of our investment in two issues of Freddie Mac perpetual preferred securities to the securities’ market values totaling $5.3 million as of September 30, 2008.  The decision to recognize the OTTI charge was based on the severity of the decline in the market values of these securities in the 2008 third quarter and the unlikelihood of any near-term market value recovery.  The significant decline in the market value occurred primarily as a result of the reported financial difficulties of Freddie Mac and the subsequent announcement, on September 7, 2008, by the U.S. Department of Treasury and the Federal Housing Finance Agency, or FHFA, that, among other things, Freddie Mac was being placed under conservatorship; that the FHFA was assuming the powers of Freddie Mac’s Board and management; and that dividends on Freddie Mac preferred stock were suspended indefinitely.  At December 31, 2008, our Freddie Mac stock had an unrealized loss of $4.2 million.  Based on the short duration of the unrealized loss and the likelihood of a possible near-term market value recovery, this impairment was not deemed to be other-than-temporary.  During the year ended December 31, 2007, we recorded a $20.5 million OTTI charge in the fourth quarter to reduce the carrying amount of our Freddie Mac securities to the securities’ market values totaling $83.0 million at December 31, 2007.  The decision to recognize the OTTI charge was based on the severity of the decline in the market values of these securities, caused by Freddie Mac’s announcement of negative financial results and capital raising activity during the fourth quarter of 2007, and the unlikelihood of any near-term market value recovery.  There were no OTTI charges during the year ended December 31, 2006.  OTTI charges are included as a component of non-interest income.

During the year ended December 31, 2007, proceeds from sales of securities from the available-for-sale portfolio totaled $2.4 million resulting in gross realized gains totaling $2.2 million.  There were no sales of securities from the available-for-sale portfolio during the years ended December 31, 2008 and 2006.

At December 31, 2008, we had available-for-sale debt securities, excluding mortgage-backed securities, with an amortized cost and fair value of $25,000, maturing in 2010.  Held-to-maturity debt securities, excluding mortgage-backed securities, with an amortized cost and fair value of $5.7 million at December 31, 2008, will mature between 2017 and 2018.  Actual maturities will differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.  In addition, issuers of certain securities have the right to call obligations with or without prepayment penalties.

The balance of accrued interest receivable for securities totaled $14.7 million at December 31, 2008 and $15.7 million at December 31, 2007.

As of December 31, 2008, the amortized cost of the callable securities in our portfolio totaled $5.3 million, all of which are callable within one year and at various times thereafter.

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(4)  Loans Receivable

Loans receivable, net, are summarized as follows:

	At December 31,
(In Thousands)	2008			2007
Mortgage loans:
One-to-four family	$	12,349,617		$	11,628,270
Multi-family		2,911,733			2,945,546
Commercial real estate		941,057			1,031,812
Construction		56,829			77,723
		16,259,236			15,683,351
Net unamortized premiums and deferred loan origination costs		113,147			108,611
Total mortgage loans, net		16,372,383			15,791,962
Consumer and other loans:
Home equity		307,831			320,884
Commercial		13,331			20,494
Other		14,216			15,443
		335,378			356,821
Net unamortized premiums and deferred loan origination costs		4,683			6,231
Total consumer and other loans, net		340,061			363,052
Total loans		16,712,444			16,155,014
Allowance for loan losses		(119,029	)		(78,946	)
Loans receivable, net	$	16,593,415		$	16,076,068

Accrued interest receivable on all loans totaled $64.8 million at December 31, 2008 and $63.4 million at December 31, 2007.

Our one-to-four family mortgage loans consist primarily of interest-only hybrid and amortizing hybrid adjustable rate mortgage, or ARM, loans.  We offer interest-only hybrid ARM loans, which have an initial fixed rate for five or seven years and convert into one year interest-only ARM loans at the end of the initial fixed rate period.  Prior to January 2008, we also offered interest-only hybrid ARM loans with an initial fixed rate period of three years.  Our interest-only hybrid ARM loans require the borrower to pay interest only during the first ten years of the loan term.  After the tenth anniversary of the loan, principal and interest payments are required to amortize the loan over the remaining loan term.  We also offer amortizing hybrid ARM loans which initially have a fixed rate for three, five, seven or ten years and convert into one year ARM loans at the end of the initial fixed rate period and require the borrower to make principal and interest payments during the entire loan term.  We do not originate one year ARM loans.  The ARM loans in our portfolio which currently reprice annually represent hybrid ARM loans (interest-only and amortizing) which have passed their initial fixed rate period.  Our interest-only and amortizing hybrid ARM loans may be offered with an initial interest rate which is less than the fully indexed rate for the loan at the time of origination, referred to as a discounted rate.  We determine the initial interest rate in accordance with market and competitive factors giving consideration to the spread over our funding sources in conjunction with our overall interest rate risk management strategies.  We do not originate negative amortization loans, payment option loans or other loans with short-term interest-only periods.  We also originate interest-only multi-family and commercial real estate loans to qualified borrowers.  Multi-family and commercial real estate interest-only loans differ from one-to-four family interest-only loans in that the interest-only period for multi-family and commercial real estate loans generally ranges from one to five years.

Within our one-to-four family mortgage loan portfolio we have reduced documentation loan products.  Reduced documentation loans are comprised primarily of SIFA (stated income, full asset) loans.  To a lesser extent, our portfolio of reduced documentation loans also includes SISA (stated income, stated asset) loans and Super Streamline loans.  SIFA and SISA loans require a prospective borrower to complete a standard mortgage loan application while the Super Streamline product requires the completion of an abbreviated application and is, in effect, considered a “no documentation” loan.  Reduced documentation loans require the receipt of an appraisal of the real estate used as collateral for the mortgage loan and a credit report on the prospective borrower.  In addition, SIFA loans require the verification of a potential borrower’s asset information on the loan application, but not the income information provided.  During the second quarter of 2007, we discontinued originating SISA and Super Streamline loans and during the fourth quarter of 2007, we discontinued originating SIFA loans.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The following table provides further details on the composition of our one-to-four family and multi-family and commercial real estate mortgage loan portfolios in dollar amounts and in percentages of the portfolio at the dates indicated.

	At December 31,
	2008					2007
			Percent					Percent
(Dollars in Thousands)	Amount		of Total			Amount		of Total
One-to-four family:
Full documentation interest-only (1)	$	5,501,989		44.55	%	$	5,415,787		46.57	%
Full documentation amortizing		4,389,618		35.54			3,320,047		28.55
Reduced documentation interest-only (1) (2)		1,911,160		15.48			2,230,041		19.18
Reduced documentation amortizing (2)		546,850		4.43			662,395		5.70
Total one-to-four family	$	12,349,617		100.00	%	$	11,628,270		100.00	%
Multi-family and commercial real estate:
Full documentation amortizing	$	3,146,103		81.66	%	$	3,337,692		83.92	%
Full documentation interest-only		706,687		18.34			639,666		16.08
Total multi-family and commercial real estate	$	3,852,790		100.00	%	$	3,977,358		100.00	%

(1) Includes interest-only hybrid ARM loans which were underwritten at the initial note rate, which may have been a discounted rate, totaling $4.41 billion at December 31, 2008 and $5.34 billion at December 31, 2007.

(2) Includes SISA loans totaling $359.2 million at December 31, 2008 and $412.3 million at December 31, 2007 and Super Streamline loans totaling $36.9 million at December 31, 2008 and $47.3 million at December 31, 2007.

The following table provides further details on the composition of our non-performing one-to-four family and multi-family and commercial real estate mortgage loans in dollar amounts and percentages of the portfolio, at the dates indicated.

	At December 31,
	2008					2007
			Percent					Percent
(Dollars in Thousands)	Amount		of Total			Amount		of Total
Non-performing loans:
One-to-four family:
Full documentation interest-only	$	50,636		28.52	%	$	16,748		27.79	%
Full documentation amortizing		18,565		10.46			11,357		18.85
Reduced documentation interest-only		92,863		52.30			21,896		36.33
Reduced documentation amortizing		15,478		8.72			10,260		17.03
Total one-to-four family	$	177,542		100.00	%	$	60,261		100.00	%
Multi-family and commercial real estate:
Full documentation amortizing	$	43,097		84.35	%	$	5,067		100.00	%
Full documentation interest-only		7,995		15.65			-		-
Total multi-family and commercial real estate	$	51,092		100.00	%	$	5,067		100.00	%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The following table details the percentage of our total one-to-four family mortgage loans as of December 31, 2008 by state where we have a concentration of greater than 5% of our total one-to-four family mortgage loans or total non-performing one-to-four family mortgage loans.

		Percent of Total
	Percent of Total	Non-Performing
	One-to-Four	One-to-Four
State	Family Loans	Family Loans
New York	23%	10%
California	11	16
Illinois	11	12
Connecticut	11	7
New Jersey	8	12
Virginia	8	10
Maryland	7	12
Massachusetts	7	4
Florida	3	9

Included in loans receivable were non-accrual loans totaling $238.6 million at December 31, 2008 and $67.6 million at December 31, 2007.  Effective January 1, 2008, we revised our presentation of non-performing mortgage loans to report mortgage loans which have missed only two payments as 60-89 days delinquent instead of as non-accrual, which had been our previous practice.  As of December 31, 2007, loans totaling $38.3 million which had missed two payments and were previously reported as non-accrual have been reclassified from non-accrual to 60-89 days delinquent to conform the December 31, 2007 information to the current year presentation.

We may from time to time agree to modify the contractual terms of a borrower’s loan.  In cases where such modifications represent a concession to a borrower experiencing financial difficulty, the modification is considered a troubled debt restructuring.  At December 31, 2008, loans modified in a troubled debt restructuring which are included in non-accrual loans totaled $6.9 million.

If all non-accrual loans at December 31, 2008, 2007 and 2006 had been performing in accordance with their original terms, we would have recorded interest income, with respect to such loans, of $15.7 million for the year ended December 31, 2008, $6.7 million for the year ended December 31, 2007 and $3.5 million for the year ended December 31, 2006.  This compares to actual payments recorded as interest income, with respect to such loans, of $7.1 million for the year ended December 31, 2008, $4.0 million for the year ended December 31, 2007 and $1.8 million for the year ended December 31, 2006.  The foregone interest data for the years ended December 31, 2007 and 2006 has not been adjusted for the revised presentation of non-accrual loans and, therefore, reflects foregone interest based on non-accrual loans totaling $105.9 million at December 31, 2007 and $58.9 million at December 31, 2006, as previously reported.  Loans delinquent 90 days or more and still accruing interest totaled $33,000 at December 31, 2008 and $474,000 at December 31, 2007.  These loans are delinquent 90 days or more as to their maturity date but not their interest due.

We sold certain delinquent and non-performing mortgage loans totaling $15.5 million during the year ended December 31, 2008, primarily one-to-four family and multi-family loans, $10.4 million during the year ended December 31, 2007, primarily multi-family and commercial real estate loans, and $10.1 million during the year ended December 31, 2006, primarily multi-family and one-to-four family loans.  There were no non-performing loans held-for-sale at December 31, 2008 and 2007.

The following tables summarize information regarding our impaired mortgage loans.  Impaired one-to-four family mortgage loans consist primarily of loans where a portion of the outstanding principal has been charged off.

	At December 31, 2008
			Allowance
	Recorded		for Loan			Net
(In Thousands)	Investment		Losses			Investment
One-to-four family	$	39,967	$	(612	)	$	39,355
Multi-family, commercial real estate and construction		20,608		(6,888	)		13,720
Total impaired mortgage loans	$	60,575	$	(7,500	)	$	53,075

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

	At December 31, 2007
			Allowance
	Recorded		for Loan			Net
(In Thousands)	Investment		Losses			Investment
One-to-four family	$	31,480	$	(2,676	)	$	28,804
Multi-family, commercial real estate and construction		23,619		(3,589	)		20,030
Total impaired mortgage loans	$	55,099	$	(6,265	)	$	48,834

Our average recorded investment in impaired loans was $55.6 million for the year ended December 31, 2008, $37.0 million for the year ended December 31, 2007 and $29.5 million for the year ended December 31, 2006.  Interest income recognized on impaired loans, which was not materially different from cash-basis interest income, amounted to $1.1 million for the year ended December 31, 2008, $2.4 million for the year ended December 31, 2007 and $888,000 for the year ended December 31, 2006.

The national economy continued to falter during 2008 with particular emphasis on the deterioration of the housing and real estate markets.  The faltering economy has been marked by contractions in the availability of business and consumer credit, falling home prices, increasing home foreclosures and rising unemployment.  As a geographically diversified residential lender, we have been affected by negative consequences arising from the ongoing economic recession and, in particular, a sharp downturn in the housing industry nationally, as well as economic and housing industry weaknesses in the New York metropolitan area specifically.  We are particularly vulnerable to the impact of a severe job loss recession.  Decreases in real estate values could adversely affect the value of property used as collateral for our loans.  Adverse changes in the economy may have a negative effect on the ability of our borrowers to make timely loan payments, which would have an adverse impact on our earnings.  Further increases in loan delinquencies will decrease our net interest income and will likely adversely impact our loan loss experience, causing further increases in our allowance for loan losses and related provision.

(5)  Allowance for Loan Losses

Activity in the allowance for loan losses is summarized as follows:

	For the Year Ended December 31,
(In Thousands)	2008			2007			2006
Balance at beginning of year	$	78,946		$	79,942		$	81,159
Provision charged to operations		69,000			2,500			-
Charge-offs:
One-to-four family		(17,973	)		(1,407	)		(89	)
Multi-family		(9,249	)		(73	)		(967	)
Commercial real estate		(190	)		(243	)		(197	)
Construction		(1,484	)		(1,454	)		-
Consumer and other loans		(1,258	)		(752	)		(312	)
Total charge-offs		(30,154	)		(3,929	)		(1,565	)
Recoveries:
One-to-four family		911			72			30
Multi-family		9			-			-
Commercial real estate		-			197			-
Construction		113			-			-
Consumer and other loans		204			164			318
Total recoveries		1,237			433			348
Net charge-offs		(28,917	)		(3,496	)		(1,217	)
Balance at end of year	$	119,029		$	78,946		$	79,942

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(6)  Mortgage Servicing Rights

We own rights to service mortgage loans for investors with aggregate unpaid principal balances of $1.23 billion at December 31, 2008 and $1.27 billion at December 31, 2007, which are not reflected in the accompanying consolidated statements of financial condition.  As described in Note 1(h), we outsource our mortgage loan servicing to a third party under a sub-servicing agreement.

At December 31, 2008, our MSR, net, had an estimated fair value of $8.2 million and were valued based on expected future cash flows considering a weighted average discount rate of 12.99%, a weighted average constant prepayment rate on mortgages of 17.26% and a weighted average life of 4.3 years.  At December 31, 2007, our MSR, net, had an estimated fair value of $12.9 million and were valued based on expected future cash flows considering a weighted average discount rate of 9.52%, a weighted average constant prepayment rate on mortgages of 13.45% and a weighted average life of 5.1 years.  As of December 31, 2008, estimated future MSR amortization through 2013 is as follows:  $4.5 million for 2009, $3.3 million for 2010, $2.4 million for 2011, $1.7 million for 2012 and $1.2 million for 2013.  Actual results will vary depending upon the level of repayments on the loans currently serviced.

The fair value of MSR is highly sensitive to changes in assumptions.  Changes in prepayment speed assumptions have the most significant impact on the fair value of our MSR.  Generally, as interest rates decline, mortgage loan prepayments accelerate due to increased refinance activity, which results in a decrease in the fair value of MSR.  As interest rates rise, mortgage loan prepayments slow down, which results in an increase in the fair value of MSR.  Thus, any measurement of the fair value of our MSR is limited by the conditions existing and the assumptions utilized as of a particular point in time, and those assumptions may not be appropriate if they are applied at a different point in time.

MSR activity is summarized as follows:

	For the Year Ended December 31,
(In Thousands)	2008			2007			2006
Carrying amount before valuation allowance at beginning of year	$	18,582		$	20,665		$	23,173
Additions - servicing obligations that result from transfers of financial assets		865			1,393			1,184
Amortization		(3,160	)		(3,476	)		(3,692	)
Carrying amount before valuation allowance at end of year		16,287			18,582			20,665
Valuation allowance at beginning of year		(5,672	)		(4,721	)		(6,671	)
(Provision for) recovery of valuation allowance		(2,399	)		(951	)		1,950
Valuation allowance at end of year		(8,071	)		(5,672	)		(4,721	)
Net carrying amount at end of year	$	8,216		$	12,910		$	15,944

Mortgage banking (loss) income, net, is summarized as follows:

	For the Year Ended December 31,
(In Thousands)	2008			2007			2006
Loan servicing fees	$	3,780		$	4,045		$	4,464
Net gain on sales of loans		1,322			1,716			2,123
Amortization of MSR		(3,160	)		(3,476	)		(3,692	)
(Provision for) recovery of valuation allowance on MSR		(2,399	)		(951	)		1,950
Total mortgage banking (loss) income, net	$	(457	)	$	1,334		$	4,845

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(7) Deposits

Deposits are summarized as follows:

	At December 31,
	2008								2007
	Weighted								Weighted
	Average					Percent			Average					Percent
(Dollars in Thousands)	Rate			Balance		of Total			Rate			Balance		of Total
Core deposits:
Savings		0.40	%	$	1,832,790		13.60	%		0.40	%	$	1,891,618		14.49	%
Money market		1.03			289,135		2.14			0.98			333,914		2.56
NOW		0.10			898,638		6.67			0.10			887,067		6.80
Non-interest bearing NOW and demand deposit		-			568,278		4.22			-			591,295		4.53
Liquid CDs		2.32			981,733		7.28			4.40			1,447,341		11.09
Total core deposits		0.74			4,570,574		33.91			1.46			5,151,235		39.47
Certificates of deposit		3.83			8,909,350		66.09			4.79			7,898,203		60.53
Total deposits		2.78	%	$	13,479,924		100.00	%		3.48	%	$	13,049,438		100.00	%

Liquid certificates of deposit, or Liquid CDs, have maturities of three months, require the maintenance of a minimum balance and allow depositors the ability to make periodic deposits to and withdrawals from their account.  We consider Liquid CDs as part of our core deposits, along with savings accounts, money market accounts and NOW and demand deposit accounts.  Certificates of deposit include all time deposits other than Liquid CDs.  There were no brokered certificates of deposit at December 31, 2008 and 2007.

The aggregate amount of certificates of deposit and Liquid CDs with balances equal to or greater than $100,000 was $3.49 billion at December 31, 2008 and $3.24 billion at December 31, 2007.

Certificates of deposit and Liquid CDs at December 31, 2008 have scheduled maturities as follows:

	Weighted					Percent
	Average					of
Year	Rate			Balance		Total
	(In Thousands)
2009		3.46	%	$	7,253,120		73.32	%
2010		4.19			1,617,085		16.35
2011		4.39			599,196		6.06
2012		4.70			239,866		2.43
2013		4.20			163,064		1.65
2014 and thereafter		4.33			18,752		0.19
Total		3.68	%	$	9,891,083		100.00	%

Interest expense on deposits is summarized as follows:

	For the Year Ended December 31,
(In Thousands)	2008		2007		2006
Savings	$	7,551	$	8,126	$	9,362
Money market		3,189		3,780		5,287
Interest-bearing NOW		1,290		951		877
Liquid CDs		36,792		73,352		50,460
Certificates of deposit		345,075		369,830		318,784
Total interest expense on deposits	$	393,897	$	456,039	$	384,770

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(8)  Borrowings

Borrowings are summarized as follows:

	At December 31,
	2008					2007
			Weighted					Weighted
			Average					Average
(Dollars in Thousands)	Amount		Rate			Amount		Rate
Reverse repurchase agreements	$	2,850,000		3.68	%	$	3,730,000		4.45	%
FHLB-NY advances		3,738,000		3.40			3,058,000		4.60
Other borrowings, net		377,274		7.11			396,658		7.14
Total borrowings, net	$	6,965,274		3.72	%	$	7,184,658		4.66	%

Reverse Repurchase Agreements

The outstanding reverse repurchase agreements at December 31, 2008 and 2007 had original contractual maturities between two and ten years, are primarily fixed rate and were secured by mortgage-backed securities. The mortgage-backed securities collateralizing these agreements had an amortized cost of $3.24 billion and an estimated fair value of $3.25 billion, including accrued interest, at December 31, 2008 and an amortized cost of $4.04 billion and an estimated fair value of $3.95 billion, including accrued interest, at December 31, 2007 and are classified as encumbered securities on the consolidated statements of financial condition.

The following is a summary of information relating to reverse repurchase agreements.

	At or For the Year Ended December 31,
(Dollars in Thousands)	2008			2007			2006
Average balance during the year	$	3,315,628		$	4,106,164		$	5,116,986
Maximum balance at any month end during the year		3,730,000			4,580,000			5,680,000
Balance outstanding at end of the year		2,850,000			3,730,000			4,480,000
Weighted average interest rate during the year		4.05	%		4.23	%		3.76	%
Weighted average interest rate at end of the year		3.68			4.45			3.96

Reverse repurchase agreements at December 31, 2008 have contractual maturities as follows:

Year	Amount
	(In Thousands)
2009	$	350,000	(1)
2010		400,000
2011		400,000
2012		600,000	(2)
2015 and thereafter		1,100,000	(2) (3)
Total	$	2,850,000

(1) Includes $200.0 million of borrowings due in 30 to 90 days and $150.0 million of borrowings due after 90 days.

(2) Callable in 2009 and at various times thereafter.

(3) Includes $350.0 million of borrowings which have floating interest rates indexed to the three-month LIBOR which reset quarterly and convert to fixed rates during 2009.

FHLB-NY Advances

Pursuant to a blanket collateral agreement with the FHLB-NY, advances are secured by all of our stock in the FHLB-NY, certain qualifying mortgage loans and mortgage-backed and other securities not otherwise pledged in an amount at least equal to 110% of the advances outstanding.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The following is a summary of information relating to FHLB-NY advances.

	At or For the Year Ended December 31,
(Dollars in Thousands)	2008			2007			2006
Average balance during the year	$	3,366,510		$	2,263,874		$	1,699,910
Maximum balance at any month end during the year		4,196,000			3,061,000			1,940,000
Balance outstanding at end of the year		3,738,000			3,058,000			1,940,000
Weighted average interest rate during the year		3.98	%		4.80	%		4.97	%
Weighted average interest rate at end of the year		3.40			4.60			5.00

FHLB-NY advances at December 31, 2008 have contractual maturities as follows:

Year	Amount
	(In Thousands)
2009	$	1,063,000	(1)
2010		950,000	(2)
2011		625,000	(3)
2012		250,000	(4)
2016 and thereafter		850,000	(4)
Total	$	3,738,000

(1) Includes $158.0 million of borrowings due overnight, $655.0 million of borrowings due in less than 30 days and $250.0 million of borrowings due after 90 days.

(2) Includes $300.0 million of borrowings which are callable in 2009 and at various times thereafter.

(3) Includes $125.0 million of borrowings which are callable in 2009 and at various times thereafter.

(4) Callable in 2009 and at various times thereafter.

At December 31, 2008, we had a 12-month commitment for overnight and one month lines of credit with the FHLB-NY totaling $300.0 million, of which $158.0 million was outstanding under the overnight line of credit.  The lines of credit expire on July 31, 2009 and are renewable annually.  Both lines of credit are priced at the federal funds rate plus a spread and reprice daily.

Other Borrowings

We have $250.0 million of senior unsecured notes due in 2012 bearing a fixed interest rate of 5.75% which were issued in 2002.  The notes, which are designated as our 5.75% Senior Notes due 2012, Series B, are registered with the SEC.  We may redeem all or part of the notes at any time at a “make-whole” redemption price, together with accrued interest to the redemption date.  The carrying amount ofthe notes was $248.6 million at December 31, 2008 and $248.2 million at December 31, 2007.

Our finance subsidiary, Astoria Capital Trust I, issued in 1999, $125.0 million aggregate liquidation amount of 9.75% Capital Securities due November 1, 2029, or Capital Securities, in a private placement, and $3.9 million of common securities (which are the only voting securities of Astoria Capital Trust I), which are 100% owned by Astoria Financial Corporation, and used the proceeds to acquire Junior Subordinated Debentures issued by Astoria Financial Corporation.  The Junior Subordinated Debentures total $128.9 million, have an interest rate of 9.75%, mature on November 1, 2029 and are the sole assets of Astoria Capital Trust I.  The Junior Subordinated Debentures are prepayable, in whole or in part, at our option on or after November 1, 2009 at declining premiums to November 1, 2019, after which the Junior Subordinated Debentures are prepayable at par value.  The Capital Securities have the same prepayment provisions as the Junior Subordinated Debentures.  Astoria Financial Corporation has fully and unconditionally guaranteed the Capital Securities along with all obligations of Astoria Capital Trust I under the trust agreement relating to the Capital Securities.  The carrying amount of the Junior Subordinated Debentures was $128.7 million at December 31, 2008 and $128.4 million at December 31, 2007.

We issued $100.0 million of senior unsecured notes to a limited number of institutional investors in a private placement in 2001.  The notes, which matured on July 3, 2008, required annual principal payments of $20.0 million which began in 2004.  The notes had a fixed interest rate of 7.67% and were not registered with the SEC.  The carrying amount of the notes was $20.0 million at December 31, 2007.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

The terms of our other borrowings subject us to certain debt covenants.  We were released from the debt covenants related to the 7.67% senior unsecured notes upon maturity of these notes on July 3, 2008.  We were in compliance with the debt covenants on our remaining other borrowings at December 31, 2008.

Other borrowings at December 31, 2008 have contractual maturities as follows:

Year	Amount
	(In Thousands)
2012	$	250,000
2029		128,866
Total	$	378,866

Interest expense on borrowings is summarized as follows:

	For the Year Ended December 31,
(Dollars in Thousands)	2008		2007		2006
Reverse repurchase agreements	$	136,655	$	176,167	$	195,232
FHLB-NY advances		135,492		109,730		85,310
Other borrowings		28,283		29,858		31,117
Total interest expense on borrowings	$	300,430	$	315,755	$	311,659

(9)  Stockholders' Equity

On April 18, 2007, our board of directors approved our twelfth stock repurchase plan authorizing the purchase of 10,000,000 shares, or approximately 10% of our common stock outstanding in open-market or privately negotiated transactions.  Under this plan, we repurchased 755,000 shares of our common stock at an aggregate cost of $18.1 million during 2008.  At December 31, 2008, a total of 8,107,300 shares may be purchased under our twelfth stock repurchase plan.  As of December 31, 2008, we are not currently repurchasing additional shares of our common stock.

We have a dividend reinvestment and stock purchase plan, or the Plan.  Pursuant to the Plan, 300,000 shares of authorized and unissued common shares are reserved for use by the Plan, should the need arise.  To date, all shares required by the Plan have been acquired in open market purchases.

We are subject to the laws of the State of Delaware which generally limit dividends to an amount equal to the excess of our net assets (the amount by which total assets exceed total liabilities) over our statutory capital, or if there is no such excess, to our net profits for the current and/or immediately preceding fiscal year.  Our ability to pay dividends, service our debt obligations and repurchase our common stock is dependent primarily upon receipt of dividend payments from Astoria Federal.  The Office of Thrift Supervision, or OTS, regulates all capital distributions by Astoria Federal directly or indirectly to us, including dividend payments.  Astoria Federal must file an application to receive the approval of the OTS for a proposed capital distribution if the total amount of all capital distributions (including each proposed capital distribution) for the applicable calendar year exceeds net income for that year-to-date plus the retained net income for the preceding two years.  During 2008, we were required to file such applications, all of which were approved by the OTS.  Astoria Federal may not pay dividends to us if: (1) after paying those dividends, it would fail to meet applicable regulatory capital requirements; (2) the OTS notified Astoria Federal that it was in need of more than normal supervision; or (3) after making such distribution, the institution would become “undercapitalized” (as such term is used in the Federal Deposit Insurance Act).  Payment of dividends by Astoria Federal also may be restricted at any time at the discretion of the appropriate regulator if it deems the payment to constitute an unsafe and unsound banking practice.

(10)  Commitments and Contingencies

Lease Commitments

At December 31, 2008, we were obligated through 2035 under various non-cancelable operating leases on buildings and land used for office space and banking purposes.  These operating leases contain escalation clauses which provide for increased rental expense, based primarily on increases in real estate taxes and cost-of-living indices.

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Rent expense under the operating leases totaled $9.1 million for the year ended December 31, 2008, $8.6 million for the year ended December 31, 2007 and $8.3 million for the year ended December 31, 2006.

The minimum rental payments due under the terms of the non-cancelable operating leases as of December 31, 2008, which have not been reduced by minimum sublease rentals of $15.6 million due in the future under non-cancelable subleases, are summarized below:

Year	Amount
	(In Thousands)
2009	$	7,388
2010		7,005
2011		6,728
2012		6,279
2013		6,067
2014  and thereafter		40,680
Total	$	74,147

Outstanding Commitments

We had outstanding commitments as follows:

	At December 31,
(In Thousands)	2008		2007
Mortgage loans - commitments to extend credit (1)	$	166,674	$	412,990
Mortgage loans - commitments to purchase		29,410		10,551
Home equity loans - unused lines of credit		280,597		325,028
Consumer and commercial loans - unused lines of credit		68,520		72,018
Commitments to sell loans		27,146		19,677

(1) Includes commitments to originate loans held-for-sale of $27.1 million at December 31, 2008 and $21.3 million at December 31, 2007.  Excluding commitments to originate loans held-for-sale, which are fixed rate loans, substantially all of the remaining mortgage loan commitments to extend credit are for hybrid ARM loans.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  We evaluate creditworthiness on a case-by-case basis.  Our maximum exposure to credit risk is represented by the contractual amount of the instruments.

Assets Sold with Recourse

We are obligated under various recourse provisions associated with certain first mortgage loans we sold in the secondary market.  Recourse provisions vary but generally include fraud, early payment default (payment default within not greater than 120 days of sale) and adherence to underwriting or quality control guidelines.  The principal balance of loans sold with recourse amounted to $383.9 million at December 31, 2008 and $407.7 million at December 31, 2007.  We estimate the liability for loans sold with recourse based on an analysis of our loss experience related to similar loans sold with recourse.  The carrying amount of this liability was immaterial at December 31, 2008 and 2007.

We have a collateralized repurchase obligation due to the sale of certain long-term fixed rate municipal revenue bonds to an investment trust fund for proceeds that approximated par value.  The trust fund has a put option that requires us to repurchase the securities for specified amounts prior to maturity under certain specified circumstances, as defined in the agreement.  The outstanding option balance on the agreement totaled $10.0 million at December 31, 2008 and $10.7 million at December 31, 2007.  Various GSE mortgage-backed securities, with an amortized cost of $15.2 million and a fair value of $15.4 million at December 31, 2008, have been pledged as collateral.

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Guarantees

Standby letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third party.  The guarantees generally extend for a term of up to one year and are fully collateralized.  For each guarantee issued, if the customer defaults on a payment or performance to the third party, we would have to perform under the guarantee.  Outstanding standby letters of credit totaled $245,000 at December 31, 2008 and $1.5 million at December 31, 2007.  The fair values of these obligations were immaterial at December 31, 2008 and 2007.

Litigation

In the ordinary course of our business, we are routinely made defendant in or a party to pending or threatened legal actions or proceedings which, in some cases, seek substantial monetary damages from or other forms of relief against us.  In our opinion, after consultation with legal counsel, we believe it unlikely that such actions or proceedings will have a material adverse effect on our financial condition, results of operations or liquidity.

Goodwill Litigation

We have been a party to two actions against the United States involving assisted acquisitions made in the early 1980’s and supervisory goodwill accounting utilized in connection therewith, or goodwill litigation.

In one of the actions, entitled The Long Island Savings Bank, FSB et al vs. The United States, the U.S. Court of Federal Claims, or the Court of Federal Claims, rendered a decision on September 15, 2005 awarding us $435.8 million in damages from the U.S. Government.  No portion of the $435.8 million award was recognized in our consolidated financial statements.  On February 1, 2007, the United States Court of Appeals for the Federal Circuit, or the Court of Appeals, reversed such award.  On April 2, 2007, we filed a petition for rehearing or rehearing en banc.  Acting en banc, the Court of Appeals returned the case to the original panel of judges for revision.  The panel, on September 13, 2007, withdrew and vacated its earlier opinion and issued a new decision.  This decision also reversed the award of $435.8 million in damages awarded to us by the Court of Federal Claims.  We again filed with the Court of Appeals a petition for rehearing or rehearing en banc.  On December 28, 2007, the Court of Appeals denied our petition.  In March 2008, we filed a petition for a Writ of Certiorari with the Supreme Court of the United States.  On October 6, 2008, the petition was denied, ending such litigation.

The other action is entitled AstoriaFederal Savings and Loan Association vs. United States.  The trial in this action took place during 2007 before the Court of Federal Claims.  The Court of Federal Claims, by decision filed on January 8, 2008, awarded to us $16.0 million in damages from the U.S. Government.  No portion of the $16.0 million award was recognized in our consolidated financial statements.  The U.S. Government has appealed such decision to the Court of Appeals, which appeal is pending.

The ultimate outcome of the remaining action pending against the United States and the timing of such outcome is uncertain and there can be no assurance that we will benefit financially from such litigation.  Legal expense related to both of these actions has been recognized as it has been incurred.

McAnaney Litigation

In 2004, an action entitled David McAnaney and Carolyn McAnaney, individually and on behalf of all others similarly situated vs. Astoria Financial Corporation, et al. was commenced in the U.S. District Court for the Eastern District of New York, or the District Court.  The action, commenced as a class action, alleges that in connection with the satisfaction of certain mortgage loans made by Astoria Federal, The Long Island Savings Bank, FSB, which was acquired by Astoria Federal in 1998, and their related entities, customers were charged attorney document preparation fees, recording fees and facsimile fees allegedly in violation of the federal Truth in Lending Act, the Real Estate Settlement Procedures Act, or RESPA, the Fair Debt Collection Act, or FDCA, the New York State Deceptive Practices Act, and alleges actions based upon unjust enrichment and common law fraud.

Astoria Federal previously moved to dismiss the amended complaint, which motion was granted in part and denied in part, dismissing claims based on violations of RESPA and FDCA.  The District Court further determined that class certification would be considered prior to considering summary judgment.  The District Court, on September 19, 2006, granted the plaintiff’s motion for class certification.  Astoria Federal has denied the claims set forth in the complaint.  Both we and the plaintiffs subsequently filed motions for summary judgment with the District Court.  The District Court, on September 12, 2007, granted our motion for summary judgment on the basis that all named plaintiffs’ Truth in Lending claims are time barred.  All other aspects of plaintiffs’ and defendants’ motions for

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summary judgment were dismissed without prejudice.  The District Court found the named plaintiffs to be inadequate class representatives and provided plaintiffs’ counsel an opportunity to submit a motion for the substitution or intervention of new named plaintiffs.  Plaintiffs’ counsel filed a motion with the District Court for partial reconsideration of its decision.  The District Court, by order dated January 25, 2008, granted plaintiffs’ motion for partial reconsideration and again determined that all named plaintiffs’ Truth-in Lending claims are time barred.  Plaintiffs’ counsel subsequently submitted a motion to intervene or substitute plaintiff proposing a single substitute plaintiff.  On April 18, 2008, we filed with the District Court our opposition to such motion.  The District Court on September 29, 2008 granted the plaintiffs’ motion allowing a new single named plaintiff to be substituted.  The District Court also established a schedule for the plaintiffs to amend the complaint, for the defendants to respond and for consideration of summary judgment on the merits.  During the fourth quarter of 2008, the plaintiffs amended their complaint to assert the claim of the new substitute plaintiff, the defendants answered denying such claims and both parties cross-moved for summary judgment and are awaiting the District Court’s decision.  We currently do not believe this action will likely have a material adverse impact on our financial condition or results of operations.  However, no assurance can be given at this time that this litigation will be resolved amicably, that this litigation will not be costly to defend, that this litigation will not have an impact on our financial condition or results of operations or that, ultimately, any such impact will not be material.

(11)  Income Taxes

Income tax expense is summarized as follows:

	For the Year Ended December 31,
(In Thousands)	2008			2007			2006
Current
Federal	$	78,120		$	60,924		$	78,782
State and local		(3,805	)		(319	)		3,121
Total current		74,315			60,605			81,903
Deferred
Federal		(45,169	)		(9,882	)		3,133
State and local		(184	)		-			(1	)
Total deferred		(45,353	)		(9,882	)		3,132
Total income tax expense	$	28,962		$	50,723		$	85,035

Total income tax expense differed from the amounts computed by applying the federal income tax rate to income before income tax expense as a result of the following:

	For the Year Ended December 31,
(In Thousands)	2008			2007			2006
Expected income tax expense at statutory federal rate	$	36,506		$	61,440		$	90,976
State and local taxes, net of federal tax effect		(2,593	)		(207	)		2,028
Tax exempt income (principally on BOLI)		(5,994	)		(6,789	)		(5,873	)
Other, net		1,043			(3,721	)		(2,096	)
Total income tax expense	$	28,962		$	50,723		$	85,035

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The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows:

	At December 31,
(In Thousands)	2008			2007
Deferred tax assets:
Allowances for losses	$	44,197		$	28,069
Compensation and benefits (principally pension and other postretirement benefit plans)		47,219			20,191
Net unrealized loss on securities available-for-sale		4,480			16,079
Securities impairment write-downs		40,145			12,951
Effect of unrecognized tax benefits, related accrued interest and other deductible temporary differences		5,534			9,276
Total gross deferred tax assets		141,575			86,566
Deferred tax liabilities:
Mortgage loans (principally deferred loan origination costs)		(15,793	)		(17,367	)
Premises and equipment		(4,790	)		(5,602	)
Total gross deferred tax liabilities		(20,583	)		(22,969	)
Net deferred tax assets (included in other assets)	$	120,992		$	63,597

We believe that our future results of operations and tax planning strategies will generate sufficient taxable income to enable us to realize our deferred tax assets.

We file income tax returns in the United States federal jurisdiction and in New York State and City jurisdictions.  Certain of our subsidiaries also file income tax returns in various other state jurisdictions.  With few exceptions, we are no longer subject to federal, state and local income tax examinations by tax authorities for years prior to 2005.  The Internal Revenue Service completed examinations of our 2006 and 2005 federal income tax returns during 2008.

The following is a reconciliation of the beginning and ending amounts of gross unrecognized tax benefits for the years ended December 31, 2008 and 2007.  The amounts have not been reduced by the federal deferred tax effects of unrecognized state tax benefits.

	For the Year Ended December 31,
(In Thousands)	2008			2007
Unrecognized tax benefits at beginning of year	$	16,489		$	20,174
Reductions as a result of tax positions taken during a prior period		(5,249	)		-
Reductions as a result of a lapse in the applicable statute of limitations		(5,102	)		(3,685	)
Reductions relating to settlement with taxing authorities		(125	)		-
Unrecognized tax benefits at end of year	$	6,013		$	16,489

It is reasonably possible that decreases in gross unrecognized tax benefits totaling $2.6 million may occur in 2009 as a result of a lapse in the applicable statute of limitations.  If realized, all of our unrecognized tax benefits at December 31, 2008 would affect our effective income tax rate.  After the related deferred tax effects, realization of those benefits would reduce income tax expense by $4.6 million.

In addition to the above unrecognized tax benefits, we have accrued liabilities for interest and penalties related to uncertain tax positions totaling $3.6 million at December 31, 2008 and $5.5 million at December 31, 2007.  We accrued interest and penalties on uncertain tax positions as an element of our income tax expense totaling $1.4 million during the year ended December 31, 2008 and $1.5 million during the year ended December 31, 2007.  Realization of all of our unrecognized tax benefits would result in a further reduction in income tax expense of $2.6 million for the reversal of accrued interest and penalties, net of the related deferred tax effects.

Astoria Federal’s retained earnings at December 31, 2008 and 2007 includes base-year bad debt reserves, created for tax purposes prior to 1988, totaling $165.8 million.  A related deferred federal income tax liability of $58.0 million has not been recognized.  Base-year reserves are subject to recapture in the unlikely event that Astoria Federal (1) makes distributions in excess of current and accumulated earnings and profits, as calculated for federal income tax purposes, (2) redeems its stock, or (3) liquidates.

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(12)  Earnings Per Share

The following table is a reconciliation of basic and diluted EPS:

	For the Year Ended December 31,
	2008				2007				2006
	Basic		Diluted		Basic		Diluted		Basic		Diluted
(In Thousands, Except Per Share Data)	EPS		EPS (1)		EPS		EPS (2)		EPS		EPS (3)
Net income	$	75,342	$	75,342	$	124,822	$	124,822	$	174,897	$	174,897
Total weighted average basic common shares outstanding		89,580		89,580		90,490		90,490		94,755		94,755
Effect of dilutive securities:
Options		-		827		-		1,469		-		2,489
Restricted stock		-		281		-		134		-		36
Total weighted average basic and diluted common shares outstanding		89,580		90,688		90,490		92,093		94,755		97,280
Earnings per common share	$	0.84	$	0.83	$	1.38	$	1.36	$	1.85	$	1.80

(1) Options to purchase 4,624,597 shares of common stock and 76,798 shares of unvested restricted stock were outstanding during the year ended December 31, 2008, but were not included in the computation of diluted EPS because their inclusion would be anti-dilutive.

(2) Options to purchase 2,729,384 shares of common stock and 53,458 shares of unvested restricted stock were outstanding during the year ended December 31, 2007, but were not included in the computation of diluted EPS because their inclusion would be anti-dilutive.

(3) Options to purchase 1,224,100 shares of common stock and 278,200 shares of unvested restricted stock were outstanding during the year ended December 31, 2006, but were not included in the computation of diluted EPS because their inclusion would be anti-dilutive.

(13)  Other Comprehensive Income/Loss

The components of accumulated other comprehensive loss at December 31, 2008 and 2007 and the changes during the year ended December 31, 2008 are as follows:

				Other
	At			Comprehensive			At
(In Thousands)	December 31, 2007			Income (Loss)			December 31, 2008
Net unrealized loss on securities available-for-sale	$	(26,881	)	$	21,540		$	(5,341	)
Net actuarial loss on pension plans and other postretirement benefits		(11,308	)		(44,255	)		(55,563	)
Prior service cost on pension plans and other postretirement benefits		(371	)		134			(237	)
Loss on cash flow hedge		(916	)		192			(724	)
Accumulated other comprehensive loss	$	(39,476	)	$	(22,389	)	$	(61,865	)

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The components of other comprehensive income/loss for the years ended December 31, 2008, 2007 and 2006 are as follows:

	Before Tax			Tax			After Tax
(In Thousands)	Amount			Benefit (Expense)			Amount
For the Year Ended December 31, 2008
Net unrealized gain on securities available-for-sale:
Net unrealized holding losses on securities arising during the year	$	(44,557	)	$	15,595		$	(28,962	)
Reclassification adjustment for net losses included in net income		77,696			(27,194	)		50,502
		33,139			(11,599	)		21,540
Net actuarial loss on pension plans and other postretirement benefits:
Net actuarial loss adjustment arising during the year		(68,822	)		24,088			(44,734	)
Reclassification adjustment for net actuarial loss included in net income		737			(258	)		479
		(68,085	)		23,830			(44,255	)
Reclassification adjustment for prior service cost included in net income		206			(72	)		134
Reclassification adjustment for loss on cash flow hedge included in net income		331			(139	)		192
Other comprehensive loss	$	(34,409	)	$	12,020		$	(22,389	)
For the Year Ended December 31, 2007
Net unrealized loss on securities available-for-sale:
Net unrealized holding gains on securities arising during the year	$	1,281		$	(617	)	$	664
Reclassification adjustment for net losses included in net income		18,276			(7,860	)		10,416
		19,557			(8,477	)		11,080
Net actuarial loss on pension plans and other postretirement benefits:
Net actuarial loss adjustment arising during the year		9,738			(4,210	)		5,528
Reclassification adjustment for net actuarial loss included in net income		1,889			(785	)		1,104
		11,627			(4,995	)		6,632
Prior service cost on pension plans and other postretirement benefits:
Prior service cost adjustment arising during the year		1,111			(473	)		638
Reclassification adjustment for prior service cost included in net income		536			(223	)		313
		1,647			(696	)		951
Reclassification adjustment for loss on cash flow hedge included in net income		330			(139	)		191
Other comprehensive income	$	33,161		$	(14,307	)	$	18,854
For the Year Ended December 31, 2006
Net unrealized holding gains on securities arising during the year	$	17,485		$	(7,350	)	$	10,135
Reclassification adjustment for loss on cash flow hedge included in net income		329			(138	)		191
Minimum pension liability adjustment		216			(91	)		125
Other comprehensive income	$	18,030		$	(7,579	)	$	10,451

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

(14)  Benefit Plans

Pension Plans and Other Postretirement Benefits

The following tables set forth information regarding our defined benefit pension plans and other postretirement benefit plan.

							Other Postretirement
	Pension Benefits						Benefits
	At or For the Year Ended						At or For the Year Ended
	December 31,						December 31,
(In Thousands)	2008			2007			2008			2007
Change in benefit obligation:
Benefit obligation at beginning of year	$	176,220		$	186,122		$	16,478		$	19,124
Service cost		2,942			3,314			255			464
Interest cost		11,012			10,497			1,020			1,026
Amendments		-			-			-			(1,112	)
Actuarial loss (gain)		11,845			(14,501	)		1,309			(2,002	)
Benefits paid		(9,753	)		(9,212	)		(889	)		(1,022	)
Benefit obligation at end of year		192,266			176,220			18,173			16,478
Change in plan assets:
Fair value of plan assets at beginning of year		162,762			165,131			-			-
Actual return on plan assets		(43,016	)		6,082			-			-
Employer payments for benefits on unfunded plans		786			761			889			1,022
Benefits paid		(9,753	)		(9,212	)		(889	)		(1,022	)
Fair value of plan assets at end of year		110,779			162,762			-			-
Funded status at end of year	$	(81,487	)	$	(13,458	)	$	(18,173	)	$	(16,478	)
Funded status at end of year recognized in consolidated statements of financial condition:
Other assets	$	-		$	5,874		$	-		$	-
Other liabilities		(81,487	)		(19,332	)		(18,173	)		(16,478	)
Funded status at end of year	$	(81,487	)	$	(13,458	)	$	(18,173	)	$	(16,478	)

The following table sets forth the pre-tax components of accumulated other comprehensive loss related to pension plans and other postretirement benefits.  We expect that $8.2 million in net actuarial loss and $148,000 in prior service cost will be recognized as components of net periodic cost in 2009.

	Pension Benefits				Other Postretirement Benefits
	At December 31,				At December 31,
(In Thousands)	2008		2007		2008			2007
Net actuarial loss (gain)	$	89,433	$	22,799	$	(2,023	)	$	(3,474	)
Prior service cost (credit)		752		1,057		(324	)		(423	)
Total accumulated other comprehensive loss (income)	$	90,185	$	23,856	$	(2,347	)	$	(3,897	)

The accumulated benefit obligation for all defined benefit pension plans was $174.9 million at December 31, 2008 and $162.4 million at December 31, 2007.

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Included in the tables of pension benefits are the Astoria Federal Excess Benefit and Supplemental Benefit Plans, Astoria Federal Directors’ Retirement Plan, The Greater New York Savings Bank, or Greater, Directors’ Retirement Plan and Long Island Bancorp, Inc., or LIB, Directors’ Retirement Plan, which are unfunded plans.  The projected benefit obligation and accumulated benefit obligation for these plans are as follows:

	At December 31,
(In Thousands)	2008		2007
Projected benefit obligation	$	19,797	$	19,332
Accumulated benefit obligation		17,763		17,115

The assumptions used to determine the benefit obligations at December 31 are as follows:

							Rate of
	Discount Rate						Compensation Increase
	2008			2007			2008			2007
Pension Benefit Plans:
Astoria Federal Pension Plan		5.92	%		6.45	%		5.10	%		5.10	%
Astoria Federal Excess Benefit and Supplemental Benefit Plans		6.25			6.34			6.10			6.10
Astoria Federal Directors’ Retirement Plan		6.34			6.22			4.00			4.00
Greater Directors’ Retirement Plan		6.08			5.83			N/A			N/A
LIB Directors’ Retirement Plan		5.43			5.32			N/A			N/A
Other Postretirement Benefit Plan:
Astoria Federal Retiree Health Care Plan		6.03			6.42			N/A			N/A

The components of net periodic cost and the related assumptions are as follows:

	Pension Benefits									Other Postretirement Benefits
	For the Year Ended  December 31,									For the Year Ended  December 31,
(In Thousands)	2008			2007			2006			2008			2007			2006
Service cost	$	2,942		$	3,314		$	3,458		$	255		$	464		$	498
Interest cost		11,012			10,497			10,183			1,020			1,026			1,014
Expected return on plan assets		(12,652	)		(12,846	)		(12,156	)		-			-			-
Amortization of prior service cost (credit)		305			368			368			(99	)		168			169
Recognized net actuarial loss (gain)		879			1,911			3,187			(142	)		(22	)		-
Net periodic cost	$	2,486		$	3,244		$	5,040		$	1,034		$	1,636		$	1,681

							Expected Return						Rate of
Assumptions used to determine	Discount Rate						on Plan Assets						Compensation Increase
the net periodic cost:	2008			2007			2008			2007			2008			2007
Pension Benefit Plans:
Astoria Federal Pension Plan		6.45	%		5.75	%		8.00	%		8.00	%		5.10	%		5.10	%
Astoria Federal Excess Benefit and Supplemental Benefit Plans		6.34			5.75			N/A			N/A			6.10			6.10
Astoria Federal Directors’ Retirement Plan		6.22			5.75			N/A			N/A			4.00			4.00
Greater Directors’ Retirement Plan		5.83			5.75			N/A			N/A			N/A			N/A
LIB Directors' Retirement Plan		5.32			5.75			N/A			N/A			N/A			N/A
Other Postretirement Benefit Plan:
Astoria Federal Retiree Health Care Plan		6.42			5.75			N/A			N/A			N/A			N/A

To determine the expected return on plan assets, we consider the long-term historical return information on plan assets, the mix of investments that comprise plan assets and the historical returns on indices comparable to the fund classes in which the plan invests.

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The assumed health care cost trend rates are as follows:

	At December 31,
	2008			2007
Health care cost trend rate assumed for next year		8.00	%		6.00	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)		5.00	%		5.00	%
Year that the rate reaches the ultimate trend rate	2015			2009

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plan.  A one-percentage point change in assumed health care cost trend rates would have the following effects:

	One Percentage		One Percentage
(In Thousands)	Point Increase		Point Decrease
Effect on total service and interest cost components	$	166	$	(132	)
Effect on the postretirement benefit obligation		2,017		(1,626	)

The asset allocations, by asset category, for the Astoria Federal Pension Plan are as follows:

	Plan AssetsAt December 31,
	2008			2007
Asset Category:
Astoria Financial Corporation common stock		11.50	%		11.06	%
Insurance company  pooled separate accounts and trust company trust funds		88.45			88.94
Cash		0.05			-
Total		100.00	%		100.00	%

The overall strategy of the Astoria Federal Pension Plan Investment Policy is to have a diverse portfolio that reasonably spans established risk/return levels, preserves liquidity and provides long-term investment returns equal to or greater than the actuarial assumptions.  The strategy allows for a moderate risk approach in order to achieve greater long-term asset growth.  The asset mix within the various insurance company pooled separate accounts and trust company trust funds can vary but should not be more than 80% in equity securities, 50% in debt securities and 25% in liquidity funds. Within equity securities, the mix is further clarified to have ranges not to exceed 10% in any one company, 30% in any one industry, 50% in funds that mirror the S&P 500, 50% in large-cap equity securities, 20% in mid-cap equity securities, 20% in small-cap equity securities and 10% in international equities.  In addition, up to 15% of total plan assets may be held in Astoria Financial Corporation common stock.  However, the Astoria Federal Pension Plan will not acquire Astoria Financial Corporation common stock to the extent that, after the acquisition, such common stock would represent more than 10% of total plan assets.

During 2008, we did not make any contributions to the Astoria Federal Pension Plan.  While no contributions are required in 2009 by funding regulations or laws, a discretionary contribution of up to $4.0 million is being considered for 2009 to avoid benefit restrictions.  The uncertain regulatory environment around the Pension Protection Act of 2006 funding rules preclude us from determining an exact contribution amount at this time.  No pension plan assets are expected to be returned to us.

Total benefits expected to be paid under our defined benefit pension plans and other postretirement benefit plan as of December 31, 2008, which reflect expected future service, as appropriate, are as follows:

	Pension		Other Postretirement
Year	Benefits		Benefits
	(In Thousands)
2009	$	10,108	$	1,265
2010		10,451		1,234
2011		10,792		1,186
2012		11,163		1,161
2013		11,562		1,144
2014-2018		64,739		5,742

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Incentive Savings Plan

Astoria Federal maintains a 401(k) incentive savings plan, or the 401(k) Plan, which provides for contributions by both Astoria Federal and its participating employees.  Under the 401(k) Plan, which is a qualified, defined contribution pension plan, participants may contribute up to 15% of their pre-tax base salary, generally not to exceed $15,500 for the calendar year ended December 31, 2008.  Matching contributions, if any, may be made at the discretion of Astoria Federal.  No matching contributions were made for 2008, 2007 and 2006.  Participants vest immediately in their own contributions and after a period of five years for Astoria Federal contributions.

Employee Stock Ownership Plan

Astoria Federal maintains an ESOP for its eligible employees, which is also a defined contribution pension plan.  To fund the purchase of the ESOP shares, the ESOP borrowed funds from us.  The ESOP loans bear an interest rate of 6.00%, mature on December 31, 2029 and are collateralized by our common stock purchased with the loan proceeds.  Astoria Federal makes scheduled contributions to fund debt service.  Astoria Federal's contributions, prior to 2010, may be reduced by dividends paid on unallocated shares and investment earnings realized on such dividends.  Beginning in 2010, dividends paid on unallocated shares will be credited to participant accounts as investment earnings.  Dividends paid on unallocated shares, which reduced Astoria Federal’s contribution to the ESOP, totaled $6.0 million for the year ended December 31, 2008, $6.4 million for the year ended December 31, 2007 and $6.2 million for the year ended December 31, 2006.  The ESOP loans had an aggregate outstanding principal balance of $28.6 million at December 31, 2008 and $30.8 million at December 31, 2007.

Shares purchased by the ESOP are held in trust for allocation among participants as the loans are repaid.  Pursuant to the loan agreements, the number of shares released annually is based upon a specified percentage of aggregate eligible payroll for our covered employees.  Shares allocated to participants totaled 548,723 for the year ended December 31, 2008, 394,527 for the year ended December 31, 2007 and 309,355 for the year ended December 31, 2006.  Through December 31, 2008, 9,855,894 shares have been allocated to participants.  As of December 31, 2008, 5,212,668 shares which had a fair value of $85.9 million remain unallocated.  In addition to shares allocated, Astoria Federal makes an annual cash contribution to participant accounts.  This cash contribution totaled $2.3 million for the year ended December 31, 2008, $2.6 million for the year ended December 31, 2007 and $2.8 million for the year ended December 31, 2006, and will total not less than $1.2 million in 2009.  Beginning in 2010, the only cash contributions Astoria Federal is required to make are to fund debt service.

We recorded compensation expense related to the ESOP totaling $14.3 million for the year ended December 31, 2008, $13.0 million for the year ended December 31, 2007 and $12.1 million for the year ended December 31, 2006.

(15)  Stock Incentive Plans

In 2005, we adopted the 2005 Re-designated, Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Employee Stock Plan.  As a result of the adoption of this plan, the previous employee option plan was frozen and no further option grants were made pursuant to that plan.  Under the 2005 Employee Stock Plan, 5,250,000 shares were reserved for option, restricted stock and/or stock appreciation right grants, of which 3,197,949 shares remain available for issuance of future grants at December 31, 2008.  Historically, grants to employees have occurred annually in December upon approval by our board of directors on the date of their regular monthly meeting.  Beginning in 2008, employee grants generally occur annually, upon approval by our board of directors, on the third business day after we issue a press release announcing annual financial results for the prior year.

During 2008, 380,400 shares of restricted stock were granted to select officers, of which 311,500 shares vest 100% on the fifth anniversary of the grant date and 68,900 shares vest 30% on the first anniversary of the grant date, 30% on the second anniversary of the grant date and 40% on the third anniversary of the grant date.  No restricted stock was granted in 2007.  Restricted stock granted in 2006 vests approximately five years after the grant date.  There were no options granted in 2008, 2007 and 2006.  Options and restricted stock granted in 2005 vest approximately three years after the grant date.  Pursuant to the terms of the options granted under the 2005 Employee Stock Plan, such options have a maximum term of seven years, while options previously granted to employees under plans other than the 2005 Employee Stock Plan have a maximum term of ten years.  In the event the grantee terminates his/her employment due to death or disability, or in the event we experience a change in control, as defined and specified in the 2005 Employee Stock Plan, all options and restricted stock granted pursuant to such plan immediately vest.  

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Additionally, certain grants have accelerated vesting provisions in the event the grantee terminates his/her employment due to retirement, at or after normal retirement age as specified in such grants.  Options granted under all plans were granted in tandem with limited stock appreciation rights exercisable only in the event we experience a change in control, as defined by the plans.

In 2007, we adopted the Astoria Financial Corporation 2007 Non-Employee Directors Stock Plan, or the 2007 Director Stock Plan.  As a result of the adoption of the 2007 Director Stock Plan, the 1999 Stock Option Plan for Outside Directors of Astoria Financial Corporation, or the 1999 Director Option Plan, was frozen and no further option grants were made pursuant to that plan.  Under the 2007 Director Stock Plan, 100,000 shares of common stock were reserved for restricted stock grants, of which 14,440 shares of restricted stock were granted in 2008 and 85,560 remain available for issuance of future grants at December 31, 2008.  Annual awards and discretionary grants, as such terms are defined in the plan, are authorized under the 2007 Director Stock Plan.  Options granted to non-employee directors in 2007 were made pursuant to the 1999 Director Option Plan in January 2007, prior to the adoption of the 2007 Director Stock Plan.  Option grants to non-employee directors have occurred annually on January 15thor the next business day.  Commencing in 2008 and annually thereafter, annual awards occur on the third business day after we issue a press release announcing annual financial results for the prior year.  Discretionary grants may be made to eligible directors from time to time as consideration for services rendered or promised to be rendered.  Such grants are made on such terms and conditions as determined by a committee of independent directors.

Under the 2007 Director Stock Plan, restricted stock awards vest 100% on the third anniversary of the grant date, although awards immediately vest upon death, disability, mandatory retirement, involuntary termination or a change in control, as such terms are defined in the plan.  Shares awarded will be forfeited in the event a recipient ceases to be a director prior to the third anniversary of the grant date for any reason other than death, disability, mandatory retirement, involuntary termination or a change in control, as defined in the plan.  Under prior plans involving option grants to non-employee directors, all options granted have a maximum term of ten years and were exercisable immediately on their grant date.  Options granted under all plans were granted in tandem with limited stock appreciation rights exercisable only in the event we experience a change in control, as defined by the plans.

Restricted stock activity in our stock incentive plans for the year ended December 31, 2008 is summarized as follows:

	Number of			Weighted Average
	Shares			Grant Date Fair Value
Nonvested at beginning of year		466,339		$	29.94
Granted		394,840			24.92
Vested		(2,869	)		(29.89	)
Forfeited		(11,888	)		(27.77	)
Nonvested at end of year		846,422			27.63

The aggregate fair value on the vest date of restricted stock awards which vested during the year ended December 31, 2008 totaled $68,000.

Option activity in our stock incentive plans for the year ended December 31, 2008 is summarized as follows:

	Number of			Weighted Average
	Options			Exercise Price
Outstanding at beginning of year		9,313,007		$	21.32
Exercised		(524,618	)		(15.33	)
Expired		(23,400	)		(26.04	)
Forfeited		(6,900	)		(29.02	)
Outstanding at end of year		8,758,089			21.67
Options exercisable at end of year		7,545,239			20.48

At December 31, 2008, options outstanding and options exercisable each had a weighted average remaining contractual term of approximately 4.0 years and an aggregate intrinsic value of approximately $3.9 million.

The aggregate intrinsic value of options exercised totaled $4.2 million during the year ended December 31, 2008, $5.5 million during the year ended December 31, 2007 and $17.9 million during the year ended December 31, 2006.  

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Shares issued upon the exercise of stock options are issued from treasury stock.  We have an adequate number of treasury shares available for future stock option exercises.

During the year ended December 31, 2007, 48,000 options were granted to outside directors with a weighted average grant date fair value of $4.88 per share.  During the year ended December 31, 2006, 54,000 options were granted to outside directors with a weighted average grant date fair value of $5.16 per share.  The Black-Scholes option pricing model was used to estimate the per share weighted average fair value of option grants on the date of grant using the following assumptions:

	For the Year Ended December 31,
	2007			2006
Expected dividend yield		3.50	%		3.22	%
Expected stock price volatility		19.59			20.94
Risk-free interest rate based upon equivalent-term U.S. Treasury rates		4.63			4.17
Expected option term	5 years			5 years

The per share weighted-average fair value of options was calculated using the above assumptions, based on our analyses of our historical experience and our judgments regarding future option exercise experience and market conditions.  These assumptions are subjective in nature, involve uncertainties and, therefore, cannot be determined with precision.  The Black-Scholes option pricing model also contains certain inherent limitations when applied to options which are not immediately exercisable and are not traded on public markets.

Stock-based compensation expense recognized for stock options and restricted stock totaled $5.0 million, net of taxes of $2.7 million, for the year ended December 31, 2008, $3.8 million, net of taxes of $2.1 million, for the year ended December 31, 2007 and $2.7 million, net of taxes of $2.0 million, for the year ended December 31, 2006.  At December 31, 2008, pre-tax compensation cost related to all nonvested awards of options and restricted stock not yet recognized totaled $11.8 million and will be recognized over a weighted average period of approximately 3.4 years.

The fair value of awards of equity instruments that have accelerated vesting provisions upon retirement which are granted to retirement-eligible employees and non-employee directors on or after January 1, 2006 is recognized as compensation cost on the grant date, as the vesting conditions are considered non-substantive because, upon retirement, the award vests immediately regardless of the award’s stated vesting period.  Additionally, for awards of equity instruments that have accelerated vesting provisions upon retirement which are granted to employees and non-employee directors who will become retirement-eligible prior to the award’s stated vesting date, compensation cost is recognized over the period to retirement eligibility, as it is shorter than the period to the stated vesting date.  Prior to our adoption of SFAS No. 123(R), we “recognized” compensation cost for purposes of the pro forma disclosures required by SFAS No. 123 over the stated vesting period regardless of whether or not an employee was retirement-eligible.  Pre-tax stock-based compensation cost includes $1.2 million for the year ended December 31, 2008 and $1.1 million for each of the years ended December 31, 2007 and 2006 related to options and restricted stock awards granted to retirement-eligible employees prior to our adoption of SFAS 123(R).

(16)  Regulatory Matters

Federal law requires that savings associations, such as Astoria Federal, maintain minimum capital requirements.  These capital standards are required to be no less stringent than standards applicable to national banks.  At December 31, 2008 and 2007, Astoria Federal was in compliance with all regulatory capital requirements.

The following table sets forth information regarding the regulatory capital requirements applicable to Astoria Federal.

	At December 31, 2008
	Capital					Actual					Excess
(Dollars in Thousands)	Requirement		%			Capital		%			Capital		%
Tangible	$	326,930		1.50	%	$	1,393,744		6.39	%	$	1,066,814		4.89	%
Leverage		871,813		4.00			1,393,744		6.39			521,931		2.39
Risk-based		1,006,859		8.00			1,512,773		12.02			505,914		4.02

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	At December 31, 2007
	Capital					Actual					Excess
(Dollars in Thousands)	Requirement		%			Capital		%			Capital		%
Tangible	$	324,113		1.50	%	$	1,421,664		6.58	%	$	1,097,551		5.08	%
Leverage		864,301		4.00			1,421,664		6.58			557,363		2.58
Risk-based		996,845		8.00			1,500,620		12.04			503,775		4.04

Astoria Federal’s Tier I risked-based capital ratio was 11.07% at December 31, 2008 and 11.41% at December 31, 2007.

The Federal Deposit Insurance Corporation Improvement Act of 1991, or FDICIA, established a system of prompt corrective action to resolve the problems of undercapitalized institutions.  The regulators adopted rules which require them to take action against undercapitalized institutions, based upon the five categories of capitalization which FDICIA created: “well capitalized,” “adequately capitalized,” “undercapitalized,” “significantly undercapitalized” and “critically undercapitalized.”  The rules adopted generally provide that an insured institution whose total risk-based capital ratio is 10% or greater, Tier 1 risk-based capital ratio is 6% or greater, leverage capital ratio is 5% or greater and is not subject to any written agreement, order, capital directive or prompt corrective action directive issued by the FDIC shall be considered a “well capitalized” institution.  As of December 31, 2008 and 2007, Astoria Federal was a “well capitalized” institution.

(17)  Fair Value Measurements

Effective January 1, 2008, we adopted SFAS No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.  SFAS No. 157 applies only to fair value measurements already required or permitted by other accounting standards and does not impose requirements for additional fair value measures.  SFAS No. 157 was issued to increase consistency and comparability in reporting fair values.  Our adoption of SFAS No. 157 did not have a material impact on our financial condition or results of operations.

In October 2008, the FASB issued FSP No. FAS 157-3, “Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active,” which was effective upon issuance, including prior periods for which financial statements have not been issued.  FSP No. 157-3 clarifies the application of SFAS No. 157 in a market that is not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for that financial asset is not active.  Our application of the guidance in FSP No. 157-3 did not have a material impact on our financial condition or results of operations or our determination of the fair value of our financial assets.

We use fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.  Our securities available-for-sale are recorded at fair value on a recurring basis.  Additionally, from time to time, we may be required to record at fair value other assets or liabilities on a non-recurring basis, such as MSR, loans receivable and REO.  These non-recurring fair value adjustments involve the application of lower-of-cost-or-market accounting or write-downs of individual assets.  Additionally, in connection with our mortgage banking activities we have commitments to fund loans held-for-sale and commitments to sell loans, which are considered free-standing derivative instruments, the fair values of which are not material to our financial condition or results of operations.

In accordance with SFAS No. 157, we group our assets and liabilities at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value.  These levels are:

•   Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.

•   Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.

•   Level 3 – Valuation is generated from model-based techniques that use significant assumptions not observable in the market.  These unobservable assumptions reflect our own estimates of assumptions that market participants would use in pricing the asset or liability.  Valuation techniques include the use of option pricing

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models, discounted cash flow models and similar techniques.  The results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability.

We base our fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  SFAS No. 157 requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The following is a description of valuation methodologies used for assets measured at fair value on a recurring basis.

Securities available-for-sale

Our available-for-sale portfolio is carried at estimated fair value on a recurring basis, with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income/loss in stockholders' equity.  Substantially all of our securities available-for-sale portfolio consists of mortgage-backed securities.  The fair values for substantially all of these securities are obtained from an independent nationally recognized pricing service.  We use third party brokers to obtain prices for a small portion of the portfolio that we are not able to price using our third party pricing service.  Our pricing service uses various modeling techniques to determine pricing for our mortgage-backed securities, including option pricing and discounted cash flow models.  The inputs to these models include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, available trade information, bids, offers, reference data, monthly payment information and collateral performance.  At December 31, 2008, 98% of our available-for-sale securities portfolio was comprised of GSE securities for which an active market exists for similar securities, making observable inputs readily available.  Additionally, our pricing service has indicated that if they do not have sufficient objectively verifiable information to continue to support a security’s valuation, they will discontinue evaluating the security until such information can be obtained.

We review the documentation provided by our independent pricing service regarding their analysis of SFAS No. 157, as well as their summary of inputs utilized by asset class and evaluation methodology summaries.  We analyze changes in the pricing service fair values from month to month taking into consideration changes in market conditions including changes in mortgage spreads, changes in treasury yields and changes in generic pricing on 15 year and 30 year securities.  Each month we conduct a review of the estimated values of our fixed rate REMICs and CMOs available-for-sale which represent substantially all of these securities priced by our pricing service.  We generate prices based upon a “spread matrix” approach for estimating values.  Market spreads are obtained from independent third party firms who trade these types of securities.  Any notable differences between the pricing service prices and “spread matrix” prices on individual securities are analyzed further, including a review of prices provided by other independent parties, a yield analysis and review of average life changes using Bloomberg analytics and a review of historical pricing on the particular security.  Based upon our review of the information and prices provided by our pricing service, the fair values of securities incorporate observable market inputs commonly used by buyers and sellers of these types of securities at the measurement date in orderly transactions between market participants, and, as such, are classified as Level 2.  The fair values of the remaining securities in our available-for-sale portfolio are obtained from quoted market prices for identical instruments in active markets and, as such, are classified as Level 1.

The following table provides the level of valuation assumptions used to determine the carrying value of our assets measured at fair value on a recurring basis at December 31, 2008.

	Carrying Value at December 31, 2008
(In Thousands)	Total		Level 1		Level 2		Level 3
Securities available-for-sale	$	1,390,440	$	1,158	$	1,389,282	$	-

The following is a description of valuation methodologies used for assets measured at fair value on a non-recurring basis.

MSR, net

MSR are carried at the lower of cost or estimated fair value.  The estimated fair value of MSR is obtained through independent third party valuations through an analysis of future cash flows, incorporating estimates of assumptions market participants would use in determining fair value including market discount rates, prepayment speeds, servicing income, servicing costs, default rates and other market driven data, including the market’s perception of future interest rate movements and, as such, are classified as Level 3.  Management reviews the assumptions used to estimate the fair value of MSR to ensure they reflect current and anticipated market conditions.

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Loans Receivable, net

Loans which meet certain criteria are evaluated individually for impairment.  Our impaired loans are generally collateral dependent and, as such, are carried at the estimated fair value of the collateral less estimated selling costs.  Fair value is estimated through current appraisals, where practical, or a drive-by inspection and a comparison of the property securing the loan with similar properties in the area by either a licensed appraiser or real estate broker and adjusted as necessary, by management, to reflect current market conditions and, as such, is classified as Level 3.

REO, net

The fair value of REO is estimated through current appraisals, in conjunction with a drive-by inspection and comparison of the property securing the loan with similar properties in the area by either a licensed appraiser or real estate broker.  As these properties are actively marketed, estimated fair value is periodically adjusted by management to reflect current market conditions and, as such, is classified as Level 3.

The following table provides the level of valuation assumptions used to determine the carrying value of our assets measured at fair value on a non-recurring basis at December 31, 2008.

									Losses
									For the Year
	Carrying Value at December 31, 2008								Ended
(In Thousands)	Total		Level 1		Level 2		Level 3		December 31, 2008
MSR, net	$	8,216	$	-	$	-	$	8,216	$	2,399
Impaired loans (1)		32,513		-		-		32,513		6,534
REO, net (2)		22,752		-		-		22,752		9,052
Total	$	63,481	$	-	$	-	$	63,481	$	17,985

(1) Losses for the year ended December 31, 2008 were charged against the allowance for loan losses.

(2) Losses for the year ended December 31, 2008 were charged against the allowance for loan losses, in the case of a first write-down, upon the transfer of a loan to REO.  Losses subsequent to the transfer of a loan to REO were charged to REO expense.

(18)  Fair Value of Financial Instruments

Quoted market prices available in formal trading marketplaces are typically the best evidence of fair value of financial instruments.  In many cases, financial instruments we hold are not bought or sold in formal trading marketplaces.  Accordingly, fair values are derived or estimated based on a variety of valuation techniques in the absence of quoted market prices.  Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument.  These estimates do not reflect any possible tax ramifications, estimated transaction costs, or any premium or discount that could result from offering for sale at one time our entire holdings of a particular financial instrument.  Because no market exists for a certain portion of our financial instruments, fair value estimates are based on judgments regarding future loss experience, current economic conditions, risk characteristics, and other such factors.  These estimates are subjective in nature, involve uncertainties and, therefore, cannot be determined with precision.  Changes in assumptions could significantly affect the estimates.  For these reasons and others, the estimated fair value disclosures presented herein do not represent our entire underlying value.  As such, readers are cautioned in using this information for purposes of evaluating our financial condition and/or value either alone or in comparison with any other company.

The following table summarizes the carrying amounts and estimated fair values of our financial instruments which were carried on the consolidated financial statements at either cost or at lower of cost or fair value, in accordance with GAAP, and not measured or recorded at fair value on a recurring basis.

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	At December 31,
	2008				2007
	Carrying		Estimated		Carrying		Estimated
(In Thousands)	Amount		Fair Value		Amount		Fair Value
Financial Assets:
Repurchase agreements	$	24,060	$	24,060	$	24,218	$	24,218
Securities held-to-maturity		2,646,862		2,643,955		3,057,544		3,013,014
FHLB-NY stock		211,900		211,900		201,490		201,490
Loans held-for-sale, net		5,272		5,391		6,306		6,362
Loans receivable, net (1)		16,593,415		16,843,033		16,076,068		16,068,813
MSR, net (1)		8,216		8,236		12,910		12,932
Financial Liabilities:
Deposits		13,479,924		13,636,753		13,049,438		13,111,419
Borrowings, net		6,965,274		7,567,454		7,184,658		7,453,682

(1)  Includes totals for assets measured at fair value on a non-recurring basis as disclosed in Note 17.

Methods and assumptions used to estimate fair values are as follows:

Repurchase agreements

The carrying amounts of repurchase agreements approximate fair values since all mature in one month or less.

Securities held-to-maturity

The fair values for substantially all of our securities are obtained from an independent nationally recognized pricing service.

FHLB-NY stock

The carrying amount of FHLB-NY stock equals cost.  The fair value of FHLB-NY stock is based on redemption at par value.

Loans held-for-sale, net

The fair values of loans held-for-sale are estimated by discounting the expected future cash flow.  The discount rates used are based on market rates for new loans of similar type and purpose, adjusted for servicing cost.

Loans receivable, net

Fair values of loans are estimated by discounting the expected future cash flows of pools of loans with similar characteristics.  The loans are first segregated by type, such as one-to-four family, multi-family, commercial real estate, construction and consumer and other, and then further segregated into fixed and adjustable rate and seasoned and nonseasoned categories.  Expected future cash flows are then projected based on contractual cash flows, adjusted for prepayments.  Prepayment estimates are based on a variety of factors including our experience with respect to each loan category, the effect of current economic and lending conditions and regional statistics for each loan category, if available.  The discount rates used are based on market rates for new loans of similar type and purpose, adjusted, when necessary, for factors such as servicing cost, credit risk and term.

As previously mentioned, this technique of estimating fair value is extremely sensitive to the assumptions and estimates used.  While we have attempted to use assumptions and estimates which are the most reflective of the loan portfolio and the current market, a greater degree of subjectivity is inherent in determining these fair values than for fair values obtained from formal trading marketplaces.

MSR, net

The fair value of MSR is obtained through independent third party valuations through an analysis of future cash flows, incorporating estimates of assumptions market participants would use in determining fair value including market discount rates, prepayment speeds, servicing income, servicing costs, default rates and other market driven data, including the market’s perception of future interest rate movements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Deposits

The fair values of deposits with no stated maturity, such as savings accounts, NOW accounts, money market accounts and demand deposit accounts, are equal to the amount payable on demand.  The fair values of certificates of deposit and Liquid CDs are based on discounted contractual cash flows using the weighted average remaining life of the portfolio discounted by the corresponding LIBOR Swap Curve as posted by the OTS.

Borrowings, net

The fair values of callable borrowings are based upon third party dealers’ estimated market values.  The fair values of non-callable borrowings are based on discounted cash flows using the weighted average remaining life of the portfolio discounted by the corresponding FHLB nominal funding rate.

Outstanding commitments

Outstanding commitments include (1) commitments to extend credit and unadvanced lines of credit for which fair values were estimated based on an analysis of the interest rates and fees currently charged to enter into similar transactions, considering the remaining terms of the commitments and the creditworthiness of the potential borrowers and (2) commitments to sell residential mortgage loans for which fair values were estimated based on current secondary market prices for commitments with similar terms.  Due to the short-term nature of our outstanding commitments, the fair values of these commitments are immaterial to our financial condition.

(19)  Condensed Parent Company Only Financial Statements

The following condensed parent company only financial statements reflect our investments in our wholly-owned consolidated subsidiaries, Astoria Federal and AF Insurance Agency, Inc., using the equity method of accounting.

Astoria Financial Corporation - Condensed Statements of Financial Condition

	At December 31,
(In Thousands)	2008		2007
Assets:
Cash	$	5	$	1
Repurchase agreements		24,060		24,218
ESOP loans receivable		28,565		30,754
Other assets		437		555
Investment in Astoria Federal		1,525,925		1,575,509
Investment in AF Insurance Agency, Inc.		874		816
Investment in Astoria Capital Trust I		3,929		3,929
Total assets	$	1,583,795	$	1,635,782
Liabilities and stockholders’ equity:
Other borrowings, net	$	377,274	$	396,658
Other liabilities		3,563		4,329
Amounts due to subsidiaries		21,189		23,451
Stockholders' equity		1,181,769		1,211,344
Total liabilities and stockholders’ equity	$	1,583,795	$	1,635,782

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ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Astoria Financial Corporation - Condensed Statements of Income

	For the Year Ended December 31,
(In Thousands)	2008			2007			2006
Interest income:
Repurchase agreements and other securities	$	627		$	1,759		$	6,417
ESOP loans receivable		1,845			1,923			1,973
Total interest income		2,472			3,682			8,390
Interest expense on borrowings		28,283			29,858			31,117
Net interest expense		25,811			26,176			22,727
Non-interest income		-			-			(5,401	)
Cash dividends from subsidiaries		148,800			162,300			253,000
Non-interest expense:
Compensation and benefits		3,730			3,192			3,010
Other		2,947			2,720			3,207
Total non-interest expense		6,677			5,912			6,217
Income before income taxes and equity in overdistributed earnings of subsidiaries		116,312			130,212			218,655
Income tax benefit		11,287			13,293			14,235
Income before equity in overdistributed earnings of subsidiaries		127,599			143,505			232,890
Equity in overdistributed earnings of subsidiaries (1)		(52,257	)		(18,683	)		(57,993	)
Net income	$	75,342		$	124,822		$	174,897

(1) The equity in overdistributed earnings of subsidiaries represents dividends paid to us in excess of our subsidiaries'  earnings.

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ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-(Continued)

Astoria Financial Corporation - Condensed Statements of Cash Flows

	For the Year Ended December 31,
(In Thousands)	2008			2007			2006
Cash flows from operating activities:
Net income	$	75,342		$	124,822		$	174,897
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in overdistributed earnings of subsidiaries		52,257			18,683			57,993
Amortization of premiums and deferred costs		945			986			1,043
Increase in other assets, net of other liabilities and amounts due to subsidiaries		(8,695	)		(9,479	)		(11,321	)
Net cash provided by operating activities		119,849			135,012			222,612
Cash flows from investing activities:
Principal payments on ESOP loans receivable		2,189			1,298			829
Principal payments on securities available-for-sale		-			125			-
Net cash provided by investing activities		2,189			1,423			829
Cash flows from financing activities:
Repayments of borrowings with original terms greater than three months		(20,000	)		(20,000	)		(20,000	)
Common stock repurchased		(18,090	)		(80,055	)		(251,216	)
Cash dividends paid to stockholders		(93,811	)		(95,176	)		(92,097	)
Cash received for options exercised		8,042			9,170			22,622
Excess tax benefits from share-based payment arrangements		1,667			2,148			6,144
Net cash used in financing activities		(122,192	)		(183,913	)		(334,547	)
Net decrease in cash and cash equivalents		(154	)		(47,478	)		(111,106	)
Cash and cash equivalents at beginning of year		24,219			71,697			182,803
Cash and cash equivalents at end of year	$	24,065		$	24,219		$	71,697
Supplemental disclosure:
Cash paid during the year for interest	$	28,096		$	29,631		$	30,547

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QUARTERLY RESULTS OF OPERATIONS (Unaudited)

	For the Year Ended December 31, 2008
	First		Second		Third			Fourth
(In Thousands, Except Per Share Data)	Quarter		Quarter		Quarter			Quarter
Interest income	$	272,096	$	266,639	$	273,942		$	277,034
Interest expense		191,310		174,059		166,869			162,089
Net interest income		80,786		92,580		107,073			114,945
Provision for loan losses		4,000		7,000		13,000			45,000
Net interest income after provision for loan losses		76,786		85,580		94,073			69,945
Non-interest income (loss)		22,437		24,833		(55,298	) (1)		19,208
Total income		99,223		110,413		38,775			89,153
General and administrative expense		58,229		59,982		58,804			56,245
Income (loss) before income tax expense (benefit)		40,994		50,431		(20,029	)		32,908
Income tax expense (benefit)		12,091		16,981		(3,570	)		3,460	(2)
Net income (loss)	$	28,903	$	33,450	$	(16,459	)	$	29,448
Basic earnings (loss) per common share	$	0.32	$	0.37	$	(0.18	)	$	0.33
Diluted earnings (loss) per common share	$	0.32	$	0.37	$	(0.18	)	$	0.33

(1)  Includes a $77.7 million OTTI charge.

(2)  Includes a $7.4 million tax adjustment related to the third quarter 2008 OTTI charge.

	For the Year Ended December 31, 2007
	First		Second		Third		Fourth
(In Thousands, Except Per Share Data)	Quarter		Quarter		Quarter		Quarter
Interest income	$	271,969	$	272,951	$	277,632	$	282,770
Interest expense		184,442		190,060		196,455		200,837
Net interest income		87,527		82,891		81,177		81,933
Provision for loan losses		-		-		500		2,000
Net interest income after provision for loan losses		87,527		82,891		80,677		79,933
Non-interest income		22,597		26,280		24,805		2,108	(3)
Total income		110,124		109,171		105,482		82,041
General and administrative expense		57,120		58,707		56,544		58,902
Income before income tax expense		53,004		50,464		48,938		23,139
Income tax expense		17,227		16,400		13,630		3,466
Net income	$	35,777	$	34,064	$	35,308	$	19,673
Basic earnings per common share	$	0.39	$	0.38	$	0.39	$	0.22
Diluted earnings per common share	$	0.38	$	0.37	$	0.39	$	0.22

(3)  Includes a $20.5 million OTTI charge.

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ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

INDEX OF EXHIBITS

Exhibit No.	Identification of Exhibit
3.1	Certificate of Incorporation of Astoria Financial Corporation, as amended effective as of June 3, 1998 and as further amended on September 6, 2006 and September 20, 2006. (1)
3.2	Bylaws of Astoria Financial Corporation, as amended March 19, 2008. (2)
4.1	Astoria Financial Corporation Specimen Stock Certificate. (3)
4.2	Federal Stock Charter of Astoria Federal Savings and Loan Association. (4)
4.3	Bylaws of Astoria Federal Savings and Loan Association, as amended effective April 19, 2006. (5)
4.4	Indenture, dated as of October 28, 1999, between Astoria Financial Corporation and Wilmington Trust Company, as Debenture Trustee, including as Exhibit A thereto the Form of Certificate of Exchange Junior Subordinated Debentures. (6)
4.5	Form of Certificate of Junior Subordinated Debenture. (6)
4.6	Form of Certificate of Exchange Junior Subordinated Debenture. (6)
4.7	Amended and Restated Declaration of Trust of Astoria Capital Trust I, dated as of October 28, 1999. (6)
4.8	Common Securities Guarantee Agreement of Astoria Financial Corporation, dated as of October 28, 1999. (6)
4.9	Form of Certificate Evidencing Common Securities of Astoria Capital Trust I. (6)
4.10	Form of Exchange Capital Security Certificate for Astoria Capital Trust I. (6)
4.11	Series A Capital Securities Guarantee Agreement of Astoria Financial Corporation, dated as of October 28, 1999. (6)
4.12	Form of Series B Capital Securities Guarantee Agreement of Astoria Financial Corporation. (6)
4.13	Form of Capital Security Certificate of Astoria Capital Trust I. (6)
4.14	Indenture between Astoria Financial Corporation and Wilmington Trust Company, as Debenture Trustee, dated as of October 16, 2002, relating to the Senior Notes due 2012. (7)
4.15	Form of 5.75% Senior Note due 2012, Series B. (7)
4.16	Astoria Financial Corporation Automatic Dividend Reinvestment and Stock Purchase Plan. (8)

138

Exhibit No.	Identification of Exhibit
10.1	Agreement dated as of December 28, 2000 by and between Astoria Federal Savings and Loan Association, Astoria Financial Corporation, the Astoria Federal Savings and Loan Association Employee Stock Ownership Plan Trust and The Long Island Savings Bank FSB Employee Stock Ownership Plan Trust. (4)
10.2	Amended and Restated Loan Agreement by and between Astoria Federal Savings and Loan Association Employee Stock Ownership Plan Trust and Astoria Financial Corporation made and entered into as of January 1, 2000. (4)
10.3	Promissory Note of Astoria Federal Savings and Loan Association Employee Stock Ownership Plan Trust dated January 1, 2000. (4)
10.4	Pledge Agreement made as of January 1, 2000 by and between Astoria Federal Savings and Loan Association Employee Stock Ownership Plan Trust and Astoria Financial Corporation. (4)
10.5	Amended and Restated Loan Agreement by and between The Long Island Savings Bank FSB Employee Stock Ownership Plan Trust and Astoria Financial Corporation made and entered into as of January 1, 2000. (4)
10.6	Promissory Note of The Long Island Savings Bank FSB Employee Stock Ownership Plan Trust dated January 1, 2000. (4)
10.7	Pledge Agreement made as of January 1, 2000 by and between The Long Island Savings Bank FSB Employee Stock Ownership Plan Trust and Astoria Financial Corporation. (4)
10.8	Letter dated August 29, 2008 from Astoria Financial Corporation to Astoria Federal Savings and Loan Association Employee Stock Ownership Trust regarding Amended and Restated Loan Agreement entered into as of January 1, 2000. (9)
	Exhibits 10.9 through 10.52 are management contracts or compensatory plans or arrangements required to be filed as exhibits to this Form 10-K pursuant to Item 15(c) of this report.
10.9	Astoria Federal Savings and Loan Association and Astoria Financial Corporation Directors’ Retirement Plan, as amended and restated effective April 1, 2006 and further amended and restated effective January 1, 2009. (*)
10.10	The Long Island Bancorp, Inc., Non-Employee Directors Retirement Benefit Plan, as amended June 24, 1997 and as further Amended December 31, 2008. (*)
10.11	Astoria Financial Corporation Death Benefit Plan for Outside Directors. (3)
10.12	Astoria Financial Corporation Death Benefit Plan for Outside Directors - Amendment No. 1. (*)
10.13	Deferred Compensation Plan for Directors of Astoria Financial Corporation as Amended Effective January 1, 2009. (*)
10.14	1996 Stock Option Plan for Outside Directors of Astoria Financial Corporation, as amended December 29, 2005. (10)

139

Exhibit No.	Identification of Exhibit
10.15	1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, as amended December 29, 2005. (10)
10.16	1999 Stock Option Plan for Outside Directors of Astoria Financial Corporation, as amended December 29, 2005. (10)
10.17	2003 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, as amended December 29, 2005. (10)
10.18	2005 Re-designated, Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation. (11)
10.19	Astoria Financial Corporation 2007 Non-Employee Director Stock Plan. (12)
10.20	Form of Restricted Stock Award Notice and General Terms and Conditions by and between Astoria Financial Corporation and George L. Engelke, Jr. utilized in connection with the award dated December 20, 2006 pursuant to the Astoria Financial Corporation 2005 Re-designated, Amended and Restated Stock Incentive Plan for Officers and Employees. (13)
10.21	Form of Restricted Stock Award Notice and General Terms and Conditions by and between Astoria Financial Corporation and award recipients other than George L. Engelke, Jr. utilized in connection with awards dated December 20, 2006 pursuant to the Astoria Financial Corporation 2005 Re-designated, Amended and Restated Stock Incentive Plan for Officers and Employees. (13)
10.22	Restricted Stock Award Notice and General Terms and Conditions by and between Astoria Financial Corporation and George L. Engelke, Jr. utilized in connection with the award dated January 28, 2008 pursuant to the Astoria Financial Corporation 2005 Re-designated, Amended and Restated Stock Incentive Plan for Officers and Employees. (14)
10.23	Restricted Stock Award Notice and General Terms and Conditions by and between Astoria Financial Corporation and Arnold K. Greenberg utilized in connection with the award dated January 28, 2008 pursuant to the Astoria Financial Corporation 2005 Re-designated, Amended and Restated Stock Incentive Plan for Officers and Employees. (14)
10.24	Form of Restricted Stock Award Notice and General Terms and Conditions by and between Astoria Financial Corporation and award recipients other than George L. Engelke, Jr. and Arnold K. Greenberg utilized in connection with awards dated January 28, 2008 pursuant to the Astoria Financial Corporation 2005 Re-designated, Amended and Restated Stock Incentive Plan for Officers and Employees. (14)
10.25	Form of Restricted Stock Award Notice and General Terms and Conditions by and between Astoria Financial Corporation and award recipients utilized in connection with awards dated January 28, 2008 pursuant to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan. (14)
10.26	Astoria Federal Savings and Loan Association Annual Incentive Plan for Select Executives. (15)

140

Exhibit No.	Identification of Exhibit
10.27	Astoria Financial Corporation Executive Officer Annual Incentive Plan, as amended. (16)
10.28	Astoria Financial Corporation Amended and Restated Employment Agreement with George L. Engelke, Jr., entered into as of January 1, 2009. (*)
10.29	Astoria Federal Savings and Loan Association Amended and Restated Employment Agreement with George L. Engelke, Jr., entered into as of January 1, 2009. (*)
10.30	Astoria Financial Corporation Amended and Restated Employment Agreement with Gerard C. Keegan, entered into as of January 1, 2009. (*)
10.31	Astoria Federal Savings and Loan Association Amended and Restated Employment Agreement with Gerard C. Keegan, entered into as of January 1, 2009. (*)
10.32	Astoria Financial Corporation Amended and Restated Employment Agreement with Arnold K. Greenberg entered into as of January 1, 2009. (*)
10.33	Astoria Federal Savings and Loan Association Amended and Restated Employment Agreement with Arnold K. Greenberg, entered into as of January 1, 2009. (*)
10.34	Astoria Financial Corporation Amended and Restated Employment Agreement with Gary T. McCann, entered into as of January 1, 2009. (*)
10.35	Astoria Federal Savings and Loan Association Amended and Restated Employment Agreement with Gary T. McCann, entered into as of January 1, 2009. (*)
10.36	Astoria Financial Corporation Amended and Restated Employment Agreement with Monte N. Redman entered into as of January 1, 2009. (*)
10.37	Astoria Federal Savings and Loan Association Amended and Restated Employment Agreement with Monte N. Redman, entered into as of January 1, 2009. (*)
10.38	Astoria Financial Corporation Amended and Restated Employment Agreement with Alan P. Eggleston entered into as of January 1, 2009. (*)
10.39	Astoria Federal Savings and Loan Association Amended and Restated Employment Agreement with Alan P. Eggleston, entered into as of January 1, 2009. (*)
10.40	Astoria Financial Corporation Amended and Restated Employment Agreement with Frank E. Fusco, entered into as of January 1, 2009. (*)
10.41	Astoria Federal Savings and Loan Association Amended and Restated Employment Agreement with Frank E. Fusco, entered into as of January 1, 2009. (*)
10.42	Amended and Restated Change of Control Severance Agreement, entered into as of January 1, 2009, by and among Astoria Federal Savings and Loan Association, Astoria Financial Corporation and Josie Callari. (*)
10.43	Amended and Restated Change of Control Severance Agreement, entered into as of January 1, 2009, by and among Astoria Federal Savings and Loan Association, Astoria Financial Corporation and Robert J. DeStefano. (*)

141

Exhibit No.	Identification of Exhibit
10.44	Amended and Restated Change of Control Severance Agreement, entered into as of January 1, 2009, by and among Astoria Federal Savings and Loan Association, Astoria Financial Corporation and Robert T. Volk. (*)
10.45	Amended and Restated Change of Control Severance Agreement, entered into as of January 1, 2009, by and among Astoria Federal Savings and Loan Association, Astoria Financial Corporation and Ira M. Yourman. (*)
10.46	Amended and Restated Change of Control Severance Agreement, entered into as of January 1, 2009, by and among Astoria Federal Savings and Loan Association, Astoria Financial Corporation and Brian T. Edwards. (*)
10.47	Amended and Restated Change of Control Severance Agreement, entered into as of January 1, 2009, by and among Astoria Federal Savings and Loan Association, Astoria Financial Corporation and Anthony S. DiCostanzo. (*)
10.48	Amended and Restated Change of Control Severance Agreement, entered into as of January 1, 2009, by and among Astoria Federal Savings and Loan Association, Astoria Financial Corporation and Thomas E. Lavery. (*)
10.49	Amended and Restated Change of Control Severance Agreement, entered into as of January 1, 2009, by and among Astoria Federal Savings and Loan Association, Astoria Financial Corporation and William J. Mannix, Jr. (*)
10.50	Astoria Federal Savings and Loan Association Excess Benefit Plan, as amended effective January 1, 2009. (*)
10.51	Astoria Federal Savings and Loan Association Supplemental Benefit Plan, as amended effective January 1, 2009. (*)
10.52	Astoria Federal Savings and Loan Association’s Amended and Restated Retirement Medical and Dental Benefit Policy for Senior Officers (Vice Presidents & Above). (*)
12.1	Statement regarding computation of ratios. (*)
21.1	Subsidiaries of Astoria Financial Corporation. (*)
23.1	Consent of Independent Registered Public Accounting Firm. (*)
31.1	Certifications of Chief Executive Officer. (*)
31.2	Certifications of Chief Financial Officer. (*)
32.1	Written Statement of Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.  Pursuant to SEC rules, this exhibit will not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. (*)
32.2	Written Statement of Chief Financial Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.  Pursuant to SEC rules, this exhibit will not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. (*)

142

Exhibit No.	Identification of Exhibit
99.1	Proxy Statement for the Annual Meeting of Shareholders to be held on May 20, 2009, which will be filed with the SEC within 120 days from December 31, 2008, is incorporated herein by reference.

(*) Filed herewith.  Copies of exhibits will be provided to shareholders upon written request to Astoria Financial Corporation, Investor Relations Department, One Astoria Federal Plaza, Lake Success, New York 11042 at a charge of $0.10 per page.  Copies are also available at no charge through the SEC website at www.sec.gov/edgar/searchedgar/webusers.htm.

(1) Incorporated by reference to (i) Astoria Financial Corporation’s Quarterly Report on Form 10-Q/A for the quarter ended June 30, 1998, filed with the Securities and Exchange Commission on September 10, 1998 (File Number 000-22228), (ii) Astoria Financial Corporation’s Current Report on Form 8-K, dated September 6, 2006, filed with the Securities and Exchange Commission on September 11, 2006 (File Number 001-11967) and (iii) Astoria Financial Corporation’s Current Report on Form 8-K, dated September 20, 2006, filed with the Securities and Exchange Commission on September 22, 2006 (File Number 001-11967).

(2) Incorporated by reference to Astoria Financial Corporation’s Current Report on Form 8-K, dated March 19, 2008, filed with the Securities and Exchange Commission on March 20, 2008 (File Number 001-11967).

(3) Incorporated by reference to Astoria Financial Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed with the Securities and Exchange Commission on March 12, 2004 (File Number 001-11967).

(4) Incorporated by reference to Astoria Financial Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000, filed with the Securities and Exchange Commission on March 26, 2001 (File Number 000-22228).

(5) Incorporated by reference to Astoria Financial Corporation’s Current Report on Form 8-K dated April 18, 2006, filed with the Securities and Exchange Commission on April 19, 2006 (File Number 001-11967).

(6) Incorporated by reference to Form S-4 Registration Statement, filed with the Securities and Exchange Commission on February 18, 2000 (File Number 333-30792).

(7) Incorporated by reference to Form S-4 Registration Statement, filed with the Securities and Exchange Commission on December 6, 2002 (File Number 333-101694).

(8) Incorporated by reference to Form 424B3 Prospectus Supplement, filed with the Securities and Exchange Commission on February 1, 2000 (File Number 033-98532).

(9) Incorporated by reference to Astoria Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed with the Securities and Exchange Commission on November 7, 2008 (File Number 001-11967).

(10) Incorporated by reference to Astoria Financial Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed with the Securities and Exchange Commission on March 10, 2006 (File Number 001-11967).

143

(11) Incorporated by reference to Astoria Financial Corporation’s Schedule 14A Definitive Proxy Statement filed with the Securities and Exchange Commission on April 11, 2005 (File Number 001-11967).

(12) Incorporated by reference to Astoria Financial Corporation’s Schedule 14A Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 10, 2007 (File Number 001-11967).

(13) Incorporated by reference to Astoria Financial Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006, filed with the Securities and Exchange Commission on March 1, 2007 (File Number 001-11967), as amended by Astoria Financial Corporation’s Annual Report on Form 10-K/A, Amendment No. 1, for the fiscal year ended December 31, 2006, filed with the Securities and Exchange Commission on January 25, 2008 (File Number 001-11967).

(14) Incorporated by reference to Astoria Financial Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008, filed with the Securities and Exchange Commission on May 9, 2008 (File Number 001-11967).

(15) Incorporated by reference to Astoria Financial Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed with the Securities and Exchange Commission on March 24, 1999 (File Number 000-22228).

(16) Incorporated by reference to Astoria Financial Corporation’s Schedule 14A Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 16, 2004 (File Number 001-11967).

144