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)

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Secretary,General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
07/21/2003

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)
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	07/21/2003		M		44,912	A	11.218	123,688	D
Common Stock	07/21/2003		F		7,167	D	27.84	116,521	D
Common Stock	07/21/2003		S		26,029	D	28	90,492	D⁽⁵⁾

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)
Stock Option⁽¹⁾	11.2188	07/21/2003		M		44,912		12/21/2000	12/20/2005	Common Stock	44,912	$0	0	D⁽²⁾⁽³⁾⁽⁴⁾

Explanation of Responses:

1. Options were granted pursuant to the Astoria Financial 1993 Incentive Stock Option Plan. 11,716 were Incentive Stock Options and 33,196 were Non Statutory Stock Options.

2. In addition, the reporting person holds 357,000 addditional stock options as follows: (a)20,000 non-statutory options at an exercise price of $18.00 per share granted pursuant to the 1996 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1996 Plan, exercisable August 19, 1998 and expiring on December 17 2006; (b)35,000 non-statutory options at an exercise price of $29.06250 per share granted pursuant to the 1996 Plan, exercisable August 19,1998 and expiring on December 16,2007; (c) 4,438 incentive options at an exercise price of $22.53125 per share granted pursuant to the 1996 Plan, exercisable January 10, 2002 and expiring on December 15, 2008; (d) 35,562 non-statutory options at an exercise price of $ 22.53125 per share granted pursuant to the 1996 Plan, exercisable January 10, 2002 and expiring on December 15, 2008;

3. (e)6,694 incentive options at an exercise price of $14.93750 per share granted pursuant to the 1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1999 Plan, exercisable January 10, 2003,and expiring on December 14 2009; (f)41,306 non-statutory options at an exercise price of $14.93750 per share granted pursuant to the 1999 Plan, exercisable January 10, 2003, and expiring on December 14,2009; (g) 4,024 incentive options at an exercise price of $24.84375 per share granted pursuant to the 1999 Plan, exercisable January 10, 2004 and expiring on December 19, 2010; (h) 65,976 non-statutory options at an exercise price of $ 24.84375 per share granted pursuant to the 1999 Plan, exercisable January 10, 2004 and expiring on December 19, 2010;

4. (i)3,960 incentive options at an exercise price of $25.25 per share granted pursuant to the 1999 Plan, exercisable January 10, 2005,and expiring on December 18 2011; (j)59,040 non-statutory options at an exercise price of $25.25 per share granted pursuant to the 1999 Plan, exercisable January 10, 2005, and expiring on December 18,2011; (k) 3,703 incentive options at an exercise price of $27.00 per share granted pursuant to the 1999 Plan, exercisable January 10, 2006 and expiring on December 17, 2012; (l) 77,297 non-statutory options at an exercise price of $ 27.00 per share granted pursuant to the 1999 Plan, exercisable January 10, 2006 and expiring on December 17, 2012. All such option are directly owned, the underlying securities are common stock and were issued for $0.00.

5. In addition, Mr. Eggleston indirectly owns a total of 21,706.76 shares consisting of (a) 17,330.34 shares allocated to Mr. Eggleston's account under the Astoria Federal Savings and Loan Association Employee Stock Ownership Plan ("ESOP") as of March 26, 2003 and held in the ESOP trust; and (b) 4,376.42 shares held in the Employer Stock Fund of the Astoria Incentive Savings Plan ("401(k)Plan") for the account of Mr. Eggleston as of March 26, 2003 and held in the 401(k) Plan Trust.

	Alan P. Eggleston	07/22/2003
	** Signature of Reporting Person	Date
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** 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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