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	OMB APPROVAL OMB Number: 3235-0287 Expires: December 31, 2014 Estimated average burden hours per response: 0.5
	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* DONAHUE THOMAS J (Last) (First) (Middle) (Street) (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) 05/06/2003
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/06/2003		S		1,000	D	25.86	99,432.35(1)(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. In addition, Mr. Donahue beneficially owns indirectly 17,500 and 18,000 shares of Common Stock held in the Thomas J. Donahue Defined Contribution Plan and by Mr. Donahue's spouse, respectively, for aggregate non-derivative securities beneficially owned following the reported transaction of 134,932.35 shares. In addition, Mr. Donahue beneficially ownes directly derivative securities aggregating 32,000. The holdings represent 8 non-statutory stock options to purchase 4,000 shares of Common Stock each. The options were granted pursuant to the 1996 Stock Option Plan for Outside Directors of Astoria Financial Corporation, or the 1996 Plan, and the 1999 Stock Option Plan for Outside Directors of Astoria Financial Corporation, or the 1999 Plan, as indicated. All derivative securities were granted at a price of $0.00

2. The exercise prices, plans, dates exercisable and expiration dates of the derivative securities held are, respectively, as follows: a) $13.09375, 1996 Plan, May 15, 1996 and May 14, 2006; b) $18.375, 1996 Plan, January 15, 1997 and January 14, 2007; c) $25.4375, 1996 Plan, January 15, 1998 and January 14, 2008; d) $24.625, 1996 Plan, January 15, 1999 and January 14, 2009; e) $13.9375, 1999 Plan, January 17, 2000 and January 16, 2010; f) $24.40625, 1999 Plan, January 16, 2001 and January 15, 2011; g) $27.82, 1999 Plan, January 15, 2002 and January 14, 2012; and h) $27.29, 1999 Plan, January 15, 2003 and January 14, 2013.

	Thomas J. Donahue by Alan P. Eggleston, attorney in fact	05/07/2003
	** 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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