SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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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).

1. Name and Address of Reporting Person^*

CONWAY ROBERT J

(Last)

(First)

(Middle)

ONE ASTORIA FEDERAL PLAZA

(Street)

LAKE SUCCESS

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. Date of Earliest Transaction (Month/Day/Year)
01/26/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/26/2004		M		12,000	A	$5	37,830	D
Common Stock	01/26/2004		S		12,000	D	$38.7604	25,830	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Statutory Stock Option⁽¹⁾	$5	01/26/2004		M			12,000	09/30/1998	03/29/2004	Common Stock	35,406	$0	23,406	D
Non-Statutory Stock Option⁽¹⁾	$7.785							09/30/1998	03/29/2005	Common Stock	1,192		1,192	D
Non-Statutory Stock Option⁽¹⁾	$11.905							09/30/1998	03/29/2006	Common Stock	1,192		1,192	D
Non-Statutory Stock Option⁽¹⁾	$15.13							09/30/1998	03/29/2007	Common Stock	1,192		1,192	D
Non-Statutory Stock Option⁽¹⁾	$28.425							09/30/1998	03/29/2008	Common Stock	1,192		1,192	D
Non-Statutory Stock Option⁽²⁾	$19.2812							10/15/1998	10/14/2008	Common Stock	8,000		8,000	D
Non-Statutory Stock Option⁽²⁾	$24.625							01/15/1999	01/14/2009	Common Stock	4,000		4,000	D
Non-Statutory Stock Option⁽³⁾	$13.9375							01/18/2000	01/17/2010	Common Stock	4,000		4,000	D
Non-Statutory Stock Option⁽³⁾	$24.4062							01/16/2001	01/15/2011	Common Stock	4,000		4,000	D
Non-Statutory Stock Option⁽³⁾	$27.82							01/15/2002	01/14/2012	Common Stock	4,000		4,000	D
Non-Statutory Stock Option⁽³⁾	$27.29							01/15/2003	01/14/2013	Common Stock	4,000		4,000	D
Non-Statutory Stock Option⁽³⁾	$36.25							01/15/2004	01/14/2014	Common Stock	4,000		4,000	D

Explanation of Responses:

1. Option was granted, as of September 30, 1998, in accordance with the terms of the Agreement and Plan of Merger dated as of April 2, 1998, by and between Astoria Financial Corporation andd Long Island Bancorp, Inc., as amended (the "Merger Agreement"). The option is fully vested, exercisable and expires on the dates indicated.

2. Options were granted pursurant to the 1996 Stock Option Plan for Outside Directors of Astoria Financial Corporation, or the 1996 Plan.

3. Options were granted pursuant to the 1999 Stock Option Plan for Outside Directors of Astoria Financial Corporation, or the 1999 Plan.

Remarks:

All derivative securities were granted at a price of $0.00.

	Robert J. Conway by Alan P. Eggleston, attorney in fact	01/27/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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