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^*

EGGLESTON ALAN P

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec V.P., Sec. & Gen. Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2004

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	01/27/2004		S		11,800	D	$39	94,892	D
Common Stock								17,330.34	I⁽¹⁾	ESOP
Common Stock								4,722.37	I⁽²⁾	401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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⁽³⁾	$29.0625							08/19/1998	12/16/2007	Common Stock	35,000		35,000	D
Incentive Stock Option⁽³⁾	$22.5312							01/10/2002	12/15/2008	Common Stock	4,438		4,438	D
Non-Statutory Stock Option⁽³⁾	$22.5312							01/10/2002	12/15/2008	Common Stock	35,562		35,562	D
Incentive Stock Option⁽⁴⁾	$14.9375							01/10/2003	12/14/2009	Common Stock	6,694		6,694	D
Non-Statutory Stock Option⁽⁴⁾	$14.9375							01/10/2003	12/14/2009	Common Stock	41,306		41,306	D
Incentive Stock Option⁽⁴⁾	$24.8438							01/10/2004	12/19/2010	Common Stock	4,024		4,024	D
Non-Statutory Stock Option⁽⁴⁾	$24.8438							01/10/2004	12/19/2010	Common Stock	65,976		65,976	D
Incentive Stock Option⁽⁴⁾	$25.25							01/10/2005	12/18/2011	Common Stock	3,960		3,960	D
Non-Statutory Stock Option⁽⁴⁾	$25.25							01/10/2005	12/18/2011	Common Stock	59,040		59,040	D
Incentive Stock Option⁽⁴⁾	$27							01/10/2006	12/17/2012	Common Stock	3,703		3,703	D
Non-Statutory Stock Option⁽⁴⁾	$27							01/10/2006	12/17/2012	Common Stock	77,297		77,297	D
Incentive Stock Option⁽⁵⁾	$36.6							01/10/2007	12/16/2013	Common Stock	2,732		2,732	D
Non-Statutory Stock Option⁽⁵⁾	$36.6							01/10/2007	12/16/2013	Common Stock	56,268		56,268	D

Explanation of Responses:

1. Represents shares allocated to Mr. Eggleston's account under the Astoria Federal Savings and Loan Associations Employee Stock Ownership Plan ("ESOP") as of March 26, 2003 and are held in the ESOP Trust.

2. Represents shares held in the Employer Stock Fund of the Astoria Federal Savings and Loan Associations Incentive Savings Plan ("401(k) Plan") for the account of Mr. Eggleston as of September 5, 2003. Shares are held in the 401(k) Trust.

3. Options were granted pursuant to the 1996 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1996 Plan.

4. Options were granted pursuant to the 1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1999 Plan.

5. Options were granted pursuant to the 2003 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 2003 Plan.

	Alan P. Eggleston	01/28/2004
	** 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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