PX14A6G

United States
Securities and Exchange Commission
Washington, DC 20549

Notice of Exempt Solicitation

1. Name of the Registrant:

Astoria Financial Corporation

2. Name of person relying on exemption:

PL Capital, LLC

3. Address of person relying on exemption:

20 East Jefferson Avenue, Suite 22, Naperville, IL 60540

4. Written materials. Attach written material required to be submitted pursuant to Rule 14a-6(g)(1) [§ 240.14a-6(g)(1)]:

EX-99.1

May 5, 2005

Ms. Anne Muir
CitiStreet
Investment Services Offices-JPB 4S
One Heritage Drive
North Quincy, MA 02171

Dear Ms. Muir:

        As you know, Astoria Financial’s proxy statement dated April 11, 2005 includes Proposal No. 2, “The approval of the 2005 Re-designated, Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation.” In summary, Astoria’s shareholders are being asked to approve a 5.25 million share benefit plan for officers and employees.

        On page 3 of Astoria Financial Corporation’s April 11, 2005 proxy statement, in footnote (1) to the table entitled “Security Ownership of Certain Beneficial Owners,” it notes that “State Street Bank & Trust Company has been appointed a fiduciary of the plan for the purpose of determining how to vote the Association ESOP’s Astoria Financial Corporation Common Stock at the Annual Meeting.” The table also notes that on December 31, 2004 the ESOP held 11,284,164 shares of Astoria Financial common stock, of which 4,482,018 had been allocated to the accounts of individual participants. The remaining 6,802,146 shares were unallocated at that time.

        Our firm is a shareholder of Astoria Financial. As of May 4, 2005 we beneficially owned 766,950 shares of Astoria. As described in our recent letter to shareholders, we are opposed to the approval of Proposal No. 2, and are urging all Astoria shareholders to vote “AGAINST” Proposal No. 2. A copy of that letter is enclosed.

        We have previously communicated with State Street (CitiStreet) in a letter dated April 28, 2005, regarding our views on mirror image voting and other issues related to State Steet’s and Prudential’s role in this election. A copy of that letter is attached.

        We also recently issued a letter dated May 3, 2005, to participants in the ESOP, a copy of which is attached. Unfortunately, it appears that Astoria had already mailed the April 11, 2005 proxy statement and card to the ESOP participants, prior to mailing our materials, and that many ESOP participants have likely already cast their votes. We do not believe that the ESOP participants (to the extent they already cast their vote) were fully informed about the costs and benefits of the 2005 Stock Incentive Plan to the ESOP, particularly if they voted in advance of reviewing our materials.

        We believe that State Street, and the trustee, Prudential Retirement & Investment Services, have a duty to ensure that the ESOP holders cast a fully informed vote and that all ESOP participants should be provided with another copy of Astoria’s proxy and card, so that they may reconsider their vote if they deem it in their best interests.

        In the absence of another set of proxy materials being mailed, at a minimum State Street and Prudential should insist on each ESOP participant being informed, in writing, of their options to revote if they so choose. The (re)voting system must be readily accessible and confidential, given the sensitive nature of the employee/employer issues involved. Based upon the numerous responses to our letters we are receiving from shareholders of Astoria, virtually all of whom want to change their vote once they have more complete information, it appears to us that the April 11, 2005 proxy was unclear and misleading. It is only logical to assume that the ESOP voters may also be impacted similarly. State Street and Prudential should want every ESOP vote to be based upon a fully informed understanding of the issues involved.

        We also look forward to having an opportunity to present our views to members of State Street and Prudential who are responsible for making an informed vote on the unallocated shares (and on allocated shares for which no instructions are received), in accordance with ERISA.

        Please feel free to call our counsel, Phillip Goldberg at Foley & Lardner LLP (312-832-4549), me (973-360-1666) or my partner John Palmer (630-848-1340) or our proxy advisor Rick Grubaugh at D.F. King (212-493-6950) with any questions. Given the short amount of time prior to the Annual Meeting, time is of the essence. We look forward to hearing from you.

Sincerely,

/s/ Richard Lashley

Richard Lashley

cc: Mr. Alan Eggleston, EVP & General Counsel, Astoria Financial Corporation

Mr. Thomas Donahue, Chairman, Audit Committee, Astoria Financial Corporation Board of Directors

Prudential Retirement & Investment Services, 280 Trumbull Street, H20A, P.O. Box 2975, Hartford, CT 06104-2975; Attn: Mr. Michael Knowling, As Trustee for the Astoria Federal ESOP

EX-99.2

April 28, 2005

Mr. Jason Watts
State Street Bank & Trust
As Fiduciary of the Astoria Federal S&L Association ESOP
801 Pennsylvania
Kansas City, MO 64105

State Street Bank & Trust
Investment Services Offices
200 Newport Avenue
North Quincy, MA 02171

Dear Sirs :

        On page 3 of Astoria Financial Corporation’s April 11, 2005 proxy statement, in footnote (1) to the table entitled “Security Ownership of Certain Beneficial Owners,” it notes that “State Street Bank & Trust Company has been appointed a fiduciary of the plan for the purpose of determining how to vote the Association ESOP’s Astoria Financial Corporation Common Stock at the Annual Meeting.” The table also notes that on December 31, 2004 the ESOP held 11,284,164 shares of Astoria Financial common stock, of which 4,482,018 had been allocated to the accounts of individual participants. The remaining 6,802,146 shares were unallocated at that time.

        As you should know, Astoria Financial’s proxy statement dated April 11, 2005 includes Proposal No. 2, “The approval of the 2005 Re-designated, Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation.” In summary, Astoria’s shareholders are being asked to approve a 5.25 million share benefit plan for officers and employees (although, arguably there are likely to be few employees that benefit, because, as noted in the proxy statement on page 29, “In the past, the administrative committee has granted stock options under previous plans only to senior officers of AFC and the Association who the administrative committee believes are most able to impact the performance of AFC and the Association. In 2004, this group included 68 people.”)

        Our firm is a shareholder of Astoria Financial. As of April 19, 2005 we beneficially owned 766,950 shares of Astoria. As described in our letter to shareholders dated April 20, 2005, we are opposed to the approval of Proposal No. 2, and are urging all Astoria shareholders to vote “AGAINST” Proposal No. 2. A copy of that letter is enclosed.

        In connection with your direction of the vote of the ESOP’s unallocated shares (and allocated shares for which no instructions are received), we believe that you may have a fiduciary obligation beyond a strict adherence to mirror image voting. We strongly encourage you to seek the advice of ERISA counsel when determining your obligation in connection with your direction of such vote on Proposal No. 2.

        Given the importance of this vote, we also believe the fiduciaries of the ESOP have a duty to provide each of the individual ESOP participants with all relevant information about this vote, including a copy of our April 20, 2005 letter to shareholders. Each of the ESOP participants and beneficiaries have the right to be informed about this issue in order to make an informed decision on how to vote their allocated shares. If you would like PL Capital to provide you with a sufficient number of copies of our April 20, 2005 letter, please let us know.

        Please feel free to call our counsel, Phillip Goldberg at Foley & Lardner LLP (312-832-4549), me (973-360-1666) or my partner John Palmer (630-848-1340) with any questions.

Sincerely,

/s/ Richard Lashley

Richard Lashley

cc: Mr. Alan Eggleston, EVP & General Counsel, Astoria Financial Corporation

Mr. Thomas Donahue, Chairman, Audit Committee, Astoria Financial Corporation Board of Directors

Prudential Bank & Trust Company, As Trustee for the Astoria Federal ESOP

PL CAPITAL TO VOTE AGAINST THE ASTORIA FINANCIAL STOCK INCENTIVE PLAN; ENCOURAGE OTHERS TO DO SAME

NEW YORK, April 20, 2005 (PR NEWSWIRE) – PL Capital, LLC announced today that it intends to vote against proposal number 2, the 2005 Re-designated, Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation to be voted on at Astoria Financial Corporation’s (NYSE: AF) annual shareholders’ meeting scheduled to be held on May 18, 2005. PL Capital is distributing to shareholders of Astoria Financial Corporation the following letter urging shareholders to vote against the 2005 stock incentive plan.

Dear Fellow Astoria Financial Shareholder:

Like you, we are shareholders of Astoria Financial (Astoria). Our firm beneficially owns 766,950 shares as of April 19, 2005. We are urgently seeking your assistance to defeat Astoria’s attempt to award themselves up to 5.25 million shares of Astoria stock, as detailed in Proposal No. 2 in Astoria’s April 11, 2005 proxy statement. As disclosed in the proxy statement, at the current market price, shareholders will suffer dilution of up to $130 million if the plan is approved.

In our opinion, this is not an issue of company performance or management’s qualifications. This is simply a case of excessive and unnecessary shareholder dilution for a management team that is already more than adequately compensated.

We believe Astoria management does not need this additional plan. Previous plans have been very generous and there are still significant options and shares available today.

As you may recall, Astoria went public in 1993. Since that time, Astoria management, directors and employees have been the beneficiaries of numerous benefit plans, as follows: (Note: All share and per share amounts in this letter are restated to reflect the various stock splits since 1993):

• 1993 Recognition and Retention Plan (RRP): Five percent of the IPO stock was given for free to • management, directors and employees (3.967 million shares purchased by Astoria at a cost of $19.1 million in 1993, with a current value of $100 million at the recent price of $25.00/share);

• 1993 Employee Stock Ownership Plan (ESOP): Ten percent of the IPO stock was purchased by the ESOP trust to be allocated to officers and employees over time (a total of 7.927 million shares were purchased by the ESOP trust at a cost of $33.03 million in 1993; as of December 31, 2004 the ESOP trust now holds 11.284 million shares with a current market value of $282 million, including over 6.8 million unallocated shares with a current market value of $170 million which are still available for future allocation to Astoria’s management and employees (please note that the unallocated ESOP shares would be fully allocated and vested upon a change in control, a potential future benefit of $238 million if Astoria was to be taken over at $35.00/share);

• 1993 Incentive Option Plan: 6.21 million options, approximately eight percent of the original IPO offering; the vast majority of these shares were granted in 1993 at an exercise price of $4.17/share;

• 1993 Directors Option Plan: 1.724 million options, approximately two percent of the original IPO offering; the vast majority of these shares were granted in 1993 at an exercise price of $4.17/share;

• 1996 Officer Option Plan: 2.85 million options;

• 1996 Directors Option Plan: 360 thousand options;

• 1999 Officer Option Plan: 7.50 million options;

• 1999 Directors Option Plan: 525 thousand options; as of 3/25/05 there are still 183,000 options available to be granted;

• 2003 Stock Option Plan: 4.875 million options; as of 3/25/05 there are still 1.487 million options available to be granted;

• Astoria Federal Pension Plan: Despite having significant ESOP, RRP and 401(k) plans, Astoria also has a non-contributory defined benefit pension plan; under this plan, for example, CEO George Engelke will receive an annual retirement benefit of at least $500,000 (ten year certain and continuous annuity); note that since this amount is in excess of IRS limits, Astoria adopted a Supplemental Plan that allowed them to exceed the IRS limits and transfer additional benefits to Mr. Engelke and the other highly compensated officers and employees.

In the aggregate, these plans have made available to Astoria’s management, directors and employees approximately 40 million shares. That amount represents 37% of the current outstanding shares of Astoria.

Under these existing plans, of the 40 million shares (and options to acquire shares), there is a significant amount of future value available. Specifically, there are still 1.67 million options available for future grants, 6.8 million unallocated shares remaining in the ESOP as well as 10.922 million outstanding options which have not been exercised.

The 10.922 million options outstanding at December 31, 2004 (at an average exercise price of $19.02), represent 10% of Astoria’s shares outstanding. Of this total, 4.2 million options are exercisable (at an average exercise price of $14.85) and 6.7 million options are unexercisable (at an average exercise price of $21.61). The unexercisable options will vest over time. This means that the holders of these currently unexercisable options have a significant incentive to stay at Astoria and shareholders do not need to further add to their compensation to “get them to stay.” If Astoria were to be taken over (or if the trading price rose over time) to $35.00/share, the existing outstanding 10.922 million options would have a value of $175 million. Plus, there is an additional 1.67 million options available to be granted (an additional 1.5% dilution to shareholders).

2

Clearly, in our view, the existing benefit packages are already generous enough, not just in the aggregate, but for individual executives as well. For example, CEO George Engelke was paid $1.0 million in salary and a $1.05 million bonus in 2004. Since 1993, he has been paid $8.7 million in salary and $5.0 million in bonuses. Under the 1993 RRP Plan, Mr. Engelke was given, at no cost to him, 793,500 shares, which had a market value in 1993 of $3.3 million, and (to the extent still held), have a current market value of $20 million. Since 1993, Mr. Engelke has also been granted 4.087 million options at an average exercise price of $13.24, which to the extent still held, would be worth $48 million at recent market prices. He has exercised 1.428 million shares which had a realized value of $19.4 million (as of the date exercised). He still holds 2.637 million unexercised options with a total unrealized value of $22 million as of December 31, 2004. If Astoria were to be taken over (or if the trading price rose over time) to $35.00/share, his existing outstanding 2.637 million options would have a value of $44 million. How much more incentive does he need to perform for shareholders?

Since our firm’s inception, we have never engaged in a campaign to defeat a compensation and benefits proposal, but in this instance we feel it is imperative to defeat Proposal No. 2. When previous and existing plans are considered, there is absolutely no need for this plan.

Please vote AGAINST Proposal No. 2 on Astoria’s proxy card that you should have received from the Company. If you have already voted, you have every legal right to change your vote. Please contact your bank or broker and instruct him/her to vote AGAINST Proposal No. 2. If you still have a copy of the Voting Instruction Form sent to you by your bank or broker, you can change your vote by calling the toll-free number located on the form or you can change your vote by using the internet instructions. If you have any questions on how to vote your shares or how to change your vote, please contact your bank or broker. For any other questions, please call D.F. King & Co., Inc. at 888-628-8208.

Please also feel free to contact either one of us at the contact numbers and addresses noted below. We need your vote AGAINST Proposal No. 2.

Sincerely,

Richard Lashley, Principal John Palmer, Principal

3

PL Capital, LLC	PL Capital, LLC
466 Southern Blvd	20 East Jefferson Avenue
Adams Bldg	Suite 22
Chatham, NJ 07928	Naperville, IL 60540
973-360-1666	630-848-1340
###-##-#### (fax)	630-848-1342 (fax)
bankfund@aol.com	palmersail@aol.com

Contact: Richard H. Grubaugh
D.F. King & Co., Inc.
212-493-6950

4

EX-99.3

PL CAPITAL, LLC

May 3, 2005

Dear Astoria Federal ESOP Participant:

As a participant in Astoria’s ESOP, you are likely a shareholder in Astoria Financial and have a right to have your vote counted in connection with the upcoming Annual Meeting. Our firm, PL Capital, is also an Astoria shareholder. We are writing to ask you to defeat Proposal No. 2, the 2005 Stock Incentive Plan. As noted in the proxy statement, the 2005 Stock Incentive Plan is an attempt to grant up to 5.25 million shares of Astoria, worth $140 million at today’s market price, to officers and employees of Astoria. While this may sound attractive to you, historically only a very small number and percentage of officers and employees have actually benefited from prior benefit plans, excluding the ESOP (because as noted on page 29 in the 2005 proxy statement, “In the past, the administrative committee has granted stock options under previous plans only to senior officers of AFC and the Association who the administrative committee believes are most able to impact the performance of AFC and the Association. In 2004, this group included 68 people.”). Only 68 people, out of approximately 2,000 employees of Astoria!

Looking at the 2005 Stock Incentive Plan from your viewpoint as a shareholder, we believe that it is in your best interests to vote NO on this plan. As a shareholder, the cost of this plan will be borne by you, us and all other shareholders. It is a transfer of $140 million (at today’s price) of wealth from you, us and all other Astoria shareholders, to the chosen recipients who receive this benefit.

We are not privy to the mechanics of how you vote your ESOP shares, but we trust that Astoria management and the ESOP trustee have provided a secure voting system whereby your vote is kept strictly confidential.

Please feel to contact us at the numbers and email addresses noted below if you have any questions, comments or concerns. Your vote is important. Please vote NO on Proposal No. 2. Please also see our recent letter to institutional shareholders attached.

Sincerely,

Richard Lashley, Principal	John Palmer, Principal
PL Capital, LLC	PL Capital, LLC
466 Southern Blvd	20 East Jefferson Avenue
Adams Bldg	Suite 22
Chatham, NJ 07928	Naperville, IL 60540
973-360-1666	630-848-1340
###-##-#### (fax)	630-848-1342 (fax)
bankfund@aol.com	palmersail@aol.com

PL CAPITAL, LLC

Dear Fellow Astoria Financial Shareholder:

We noted in recent filings that your firm is a significant beneficial owner of Astoria Financial (NYSE: AF). Our firm beneficially owns 766,950 shares as of April 27, 2005. We are urgently seeking your assistance to defeat Astoria’s attempt to award themselves up to 5.25 million shares of Astoria stock, as detailed in Proposal No. 2 in Astoria’s April 11, 2005 proxy statement. At the current market price of $26.50, shareholders will suffer dilution of up to $140 million if the plan is approved.

In our opinion, whether you approve of Astoria’s performance or management’s qualifications, this proposal should be defeated. This is simply a case of excessive and unnecessary shareholder dilution for a management team that is already more than adequately compensated. Previous plans have been very generous and there are already significant options and shares available today.

Astoria management, directors and employees have already been handsomely rewarded since Astoria went public in 1993, as detailed below. It is important to understand that the existing management team has had minimal turnover or change. The primary beneficiaries of these plans have been the same small and consistent senior management group (for example, see discussion of Mr. Engelke’s benefits later in this letter). Below is a table summarizing the plans and benefits to date (Note: All share and per share amounts in this letter are restated to reflect the various stock splits since 1993):

TABLE 1 TOTAL ESTIMATED POTENTIAL VALUE OF EXISTING PLANS-- WITHOUT THE 2005 PLAN
PLAN(1)	YEAR	OPTIONS/SHARES AVAILABLE(1)(4)	CURRENT ESTIMATED VALUE @$26.50 (in mil $'s)(3)	POTENTIAL ESTIMATED VALUE @$35.00 (in mil $'s)(3)
Remaining ESOP Plan-Allocated	2004	4,482,018	$119	$157
Remaining ESOP Plan-Unallocated (2)	2004	6,802,146	147	205
2003 Stock Option Plan	2003	4,875,000(5)	3	45
1999 Officers Option Plan	1999	7,500,000	84	148
1996 Officers Option Plan	1996	2,850,000	31	56
1993 Incentive Option Plan	1993	6,210,282	139	192
1993 RRP	1993	3,967,500	105	139
OFFICER/EMPLOYEE
TOTALS		36,686,946	$628	$942
Directors Option Plans (1993,
1996,1999)		2,609,000	40	62
OFFICER/EMPLOYEE
& DIRECTOR TOTALS		39,295,946	$668	$1,004

(1) Source: Astoria Financial proxy statement or Annual Report, by applicable year
(2) Value is net of $34 mil ESOP loan

(3) Option values calculated using average grant prices for each plan (per Annual Reports/proxy statements by year) and AF market price as of April 27, 2005=$26.50; Assumes options are still held, or if exercised, the stock is still held; also assumes no options were forfeited or ungranted
(4) All share/option amounts and prices have been adjusted for all stock splits since 1993
(5) Includes 1.487 mil options ungranted at March 2005 (no value is assigned to these ungranted options @$26.50; an additional $13 mil is added to the Value at $35.00 column assuming the 1.487 mil options are granted at current market price of $26.50)

In the aggregate, these plans have made available to Astoria’s management, directors and employees 39.3 million shares (see Table 1). That amount represents 36% of the current outstanding shares of Astoria and 50% of the original number of shares issued in 1993 (additional shares were issued as part of the LISB, Greater NY and other mergers since 1993).

Even if the 2005 Stock Incentive Plan is not approved, the existing plans already provide for potential value of up to $550 million. Why does Astoria need yet another plan when up to $550 million of potential future value is already available?

TABLE 2 POTENTIAL FUTURE VALUE OF THE EXISTING PLANS-WITHOUT THE 2005 PLAN
PLAN(1)	YEAR	OPTIONS/SHARES AVAILABLE FOR GRANT OR STILL ACCRUING VALUE(1)(4)	CURRENT ESTIMATED VALUE @$26.50 (in mil $'s)(3)	POTENTIAL ESTIMATED VALUE @$35.00 (in mil $'s)(3)
Remaining ESOP Plan-Allocated	2004	4,482,018	$119	$157
Remaining ESOP Plan-Unallocated (2)	2004	6,802,146	147	204
2003 Stock Option Plan-Ungranted
Options (5)	2004	1,487, 000	0	13
1993-1999 Director Stock Option
Plans-Ungranted Options	2004	183,000	0	2
Remaining Outstanding Exercisable
Options-All Plans (Avg. Exer	1993-	4,182,633	49	84
Price=$14.85)	2004
Remaining Outstanding Unexercisable
Options-All Plans (Avg. Exer	1993-	6,739,500	33	90
Price=$21.61)	2004
OFFICER/EMPLOYEE & DIRECTOR
TOTALS		23,876,297	$348	$550

(1) Source: Astoria Financial proxy statements or Annual Reports, by applicable year
(2) Value is net of $34 mil ESOP loan
(3) Option values calculated using AF market price as of April 27, 2005=$26.50;
(4) All share/option amounts and prices have been adjusted for all stock splits since 1993;
(5) Assumes the ungranted options are granted at the current market price of $26.50

Over the past 12 years, Astoria has already provided significant numbers of options (see Table 1):

• 20.2 million at an average exercise price of $13.66:

o Represents 18% of Astoria’s current shares outstanding;

o Many of these options have already been exercised, realizing significant value for their holders;

o There are still 10.922 million options outstanding at December 31, 2004, at an average exercise price of $19.02:

• Represents 10% of Astoria’s current shares outstanding;

• Includes 4.2 million exercisable options, at an average exercise price of $14.85;

• Includes 6.7 million currently unexercisable options, at an average exercise price of $21.61:

• The unexercisable options will vest over time or in a change in control;

• The holders of these currently unexercisable options have a significant incentive to stay at Astoria and shareholders should not need to provide additional compensation to “get them to stay”;

• If Astoria were to be taken over (or if the trading price rose over time) to $35.00/share, the existing outstanding 10.922 million options would have a value of $174 million;

• Plus, there is still an additional 1.67 million options available to be granted without approving the 2005 Stock Incentive Plan (an additional dilution of 1.5%)

Clearly, in our view, the existing benefit packages are already generous enough, not just in the aggregate, but for individual executives as well. For example, CEO George Engelke was paid $1.0 million in salary and a $1.05 million bonus in 2004. Under the 1993 RRP Plan, Mr. Engelke was given 793,500 shares, at no cost to him, which to the extent still held, have a current market value of $21 million. Since 1993, Mr. Engelke has also been granted 4.087 million options at an average exercise price of $13.24, which to the extent still held, would have been worth $54 million at the current market price. He has exercised 1.428 million shares which had a realized value of $19.4 million (as of the date exercised). He still holds 2.637 million unexercised options with a total unrealized value of $22 million as of December 31, 2004. If Astoria were to be taken over (or if the trading price rose over time) to $35.00/share, his existing outstanding 2.637 million options would have a value of $44 million. How much more incentive does he need to perform for shareholders?

Since our firm’s inception, we have never engaged in a campaign to defeat a compensation and benefits proposal, but in this instance we feel it is imperative to defeat Proposal No. 2. When previous and existing plans are considered, there is absolutely no need for this plan. Astoria is not a rapidly growing company that has significant management turnover or a need to attract new talent. If shareholders approve this plan, we are serially rewarding the same people for doing the same job they did 5, 10 and 15 years ago.

We also believe that your firm may utilize ISS or Glass Lewis with regard to proxy voting. While we have not yet had a chance to meet with either firm, we implore you to vote AGAINST Proposal No. 2, regardless of those firms’ ultimate recommendations. The compensation models used by these firms do not appear to incorporate ESOP plans at all, while for RRP plans and option grants they rely heavily on the past few year’s grants. We think it is more appropriate to look at Astoria’s cumulative benefit grants and potential upside imbedded in all of the existing plans (up to $1.0 billion-see Table 1), not just the past few years awards. Also, if Astoria were to be taken over, the existing plans would unleash tremendous value for Astoria’s management and employees, without the 2005 Incentive Stock Plan.

You may also recall that ISS recommended supporting a shareholder proposal containing corporate governance changes in connection with the 2001 Annual Meeting of Astoria, which passed with over 60% of the vote. Despite the fact that the shareholder proposal passed, Astoria’s management and board failed to implement any of the recommended shareholder friendly corporate governance changes. In our opinion, this was unacceptable. Fortunately, we now have a proposal that is dependent upon shareholder approval. The 2005 proxy states that Astoria will drop the 2005 Stock Incentive Plan if it is not approved by shareholders. This is our collective opportunity to have our wishes heard.

Astoria also recently sent out a letter to shareholders (May 2, 2005) which claims Astoria stock has “been superior” to the indexes. They cite the S&P 400 Midcap, S&P 500 and Dow Jones Industrial Average indexes. As banking industry investors, we think a more relevant comparison is to their own industry and peers, particularly since Astoria went public at a time when thrift valuations were depressed after the RTC crisis. As the following table shows, since it went public in 1993, Astoria’s stock has been an average thrift industry performer, basically in line with the overall SNL Securities Thrift Index, and well behind twocomparable New York competitors that were public in 1993 and are still independent today, NY Community Bancorp (NYB) and North Fork Bancorp (NFB). We call that “inferior” performance not “superior.”

Company or Index:	% Price Increase (since AF went public in Nov. 1993)
Astoria Financial (AF)	531%
SNL Thrift Index	481
NY Community Bancorp (NYB)	1831
North Fork Bancorp (NFB)	939
Source: SNL Securities

Please vote AGAINST Proposal No. 2. If you have already voted, you have every legal right to change your vote. Please contact your bank or broker and instruct him/her to vote AGAINST Proposal No. 2. If you still have a copy of the Voting Instruction Form, you can change your vote by calling the toll-free number located on the form or by following the internet instructions. If you have any questions on how to vote your shares or how to change your vote, please contact your bank or broker. For any other questions, please call D.F. King & Co., Inc. at 888-628-8208.

Please also feel free to contact either one of us at the contact numbers and addresses noted below. We need your vote AGAINST Proposal No. 2.

Sincerely,

Richard Lashley, Principal	John Palmer, Principal
PL Capital, LLC	PL Capital, LLC
466 Southern Blvd	20 East Jefferson Avenue
Adams Bldg	Suite 22
Chatham, NJ 07928	Naperville, IL 60540
973-360-1666	630-848-1340
###-##-#### (fax)	630-848-1342 (fax)
bankfund@aol.com	palmersail@aol.com

Appendix

Summary of Plans Included in Tables 1 and 2 (Source: Astoria Annual Reports and Proxy Statements):

• 1993 Recognition and Retention Plan (RRP):

o Five percent of the IPO stock was given for free to management, directors and employees:

• 3.967 million shares (current value of $105 million at $26.50/share, to the extent still held);

• Employee Stock Ownership Plan (ESOP):

o 11.284 million shares with a current market value of $265 million*, including over 6.8 million unallocated shares with a current market value of $145 million*;

o The ESOP has a potential future value of $362 million* if Astoria was to be taken over at $35.00/share, since all unallocated shares would immediately vest in a change in control;

o Even if Astoria is not the subject of a change in control, the unallocated shares are being allocated over time (an average of over 400,000 shares per annum for the past 3 years)

(*share totals as of 12/31/04; all $ amounts are net of $34 million ESOP loan)

• 1993 Incentive Option Plan:

o 6.21 million options, approximately eight percent of the original IPO offering;

o The vast majority of these shares were granted in 1993 at an exercise price of $4.17/share

• 1993 Directors Option Plan:

o 1.724 million options, approximately two percent of the original IPO offering;

o The vast majority of these shares were granted in 1993 at an exercise price of $4.17/share

• 1996 Officer Option Plan:

o 2.85 million options;

o The vast majority of these shares were granted at an average exercise price of approximately $15.48

• 1996 Directors Option Plan:

o 360 thousand options

• 1999 Officer Option Plan:

o 7.50 million options;

o The vast majority of these shares were granted at an average exercise price of approximately $15.33

• 1999 Directors Option Plan:

o 525 thousand options;

o As of 3/25/05 there are still 183,000 options available to be granted

• 2003 Stock Option Plan:

o 4.875 million options;

o The vast majority of the shares granted to date were at an average exercise price of approximately $25.64;

o As of 3/25/05 there are still 1.487 million options available to be granted

• Astoria Federal Pension Plan:

Despite having significant ESOP, RRP, stock option and 401(k) plans, Astoria also has a non-contributory defined benefit pension plan; many other converted thrifts freeze or terminate their legacy defined benefit pension plans once they go public