SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
X
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
CONNORS DENIS J
(Last) (First) (Middle)
ONE ASTORIA FEDERAL PLAZA
(Street)
LAKE SUCCESS NY 11042
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ASTORIA FINANCIAL CORP [ AF ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 12/29/2007 J4 75,000 D (1) 0 I See Footnote(2)
Common Stock 136,129.65 D
Common Stock 1,805 I(3) RSA
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Statutory Stock Option(4) $16.4167 01/15/1999 01/14/2009 Common Stock 6,000 6,000 D
Non-Statutory Stock Option(5) $9.2917 01/18/2000 01/17/2010 Common Stock 6,000 6,000 D
Non-Statutory Stock Option(5) $16.2709 01/16/2001 01/15/2011 Common Stock 6,000 6,000 D
Non-Statutory Stock Option(5) $18.5467 01/15/2002 01/14/2012 Common Stock 6,000 6,000 D
Non-Statutory Stock Option(5) $18.1933 01/15/2003 01/14/2013 Common Stock 6,000 6,000 D
Non-Statutory Stock Option(5) $24.1667 01/15/2004 01/14/2014 Common Stock 6,000 6,000 D
Non-Statutory Stock Option(5) $26.2333 01/18/2005 01/17/2015 Common Stock 6,000 6,000 D
Non-Statutory Stock Option(5) $29.79 01/17/2006 01/16/2016 Common Stock 6,000 6,000 D
Non-Statutory Stock Option(5) $29.72 01/16/2007 01/15/2017 Common Stock 6,000 6,000 D
Explanation of Responses:
1. Kilarney Capital, LP is a limited partnership, the general partner of which is Connors Holding Corp. Connors Holding Corp has a 2% interest in Kilarney Capital, LP. Prior to December 29, 2007, Connors Holding Corp. was 100% owned by the Reporting Person and his spouse. On December 29, 2007, the Reporting Person and his spouse disposed of their interest in Connors Holding Corp., thereby terminating their pecuniary interest in the Issuer's common stock held by Kilarney Capital, LP. The consideration paid to the Reporting person and his spouse for their interest in Connors Holding Corp was in the form of debt. The aggregate amount of the debt attributable to the shares of the Issuer disposed of by the Reporting Person and his spouse as a result of such transaction was $35,040.00, based upon the closing price of the Issuer's common stock on the New York Stock Exchange on the date of the transaction.
2. Shares remain beneficially owned by Kilarney Capital, LP.
3. Represents award of restricted stock pursuant to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan, or the 2007 Plan. The restricted stock will vest and be distributed effective January 28, 2011 or earlier upon the death, disability or Mandatory Retirement, on a Change in Control, or Involuntary Termination, all as specified in the 2007 Plan.
4. Options were granted pursuant to the 1996 Stock Option Plan for Outside Directors of Astoria Financial Corporation, or the 1996 Plan.
5. Options were granted pursuant to the 1999 Stock Option Plan for Outside Directors of Astoria Financial Corporation, or the 1999 Plan.
Denis J. Connors by Thomas E. Lavery, attorney-in-fact 02/02/2009
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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