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 Estimated average burden hours per response: 0.5
X	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* DRENNAN THOMAS W (Last) (First) (Middle) ONE ASTORIA FEDERAL PLAZA (Street) LAKE SUCCESS NY 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 Officer (give title below) X Other (specify below) Former Officer Retired11/30/03
	3. Date of Earliest Transaction (Month/Day/Year) 01/30/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year) 02/02/2004	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	01/30/2004		S		3,230(8)	D	$39.3	52,012.28	D
Common Stock	01/30/2004		S		5,500	D	$39.34	12,677.61	D(1)(2)
Common Stock	01/30/2004		S		3,000	D	$39.38	9,677.61	D(1)(2)
Common Stock	01/30/2004		S		1,500(8)	D	$39.4	8,177.61	D(1)(2)
Common Stock								40,000	I(3)	Spouse
Common Stock								2,743.22	I(2)(4)	Spouse
Common Stock								21,571.51	I(5)	ESOP
Common Stock								22,785.79	I(6)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-Statutory Stock Option(7)	$24.8438							11/30/2003	11/29/2004	Common Stock	75,976		75,976	D
Non-Statutory Stock Option(7)	$25.25							11/30/2003	11/29/2004	Common Stock	67,040		67,040	D
Non-Statutory Stock Option(7)	$27							11/30/2003	11/29/2004	Common Stock	89,297		89,297	D

Explanation of Responses:

1. Shares are held in Mr. Drennan's IRA Account.

2. Includes shares acquired pursuant to the Astoria Financial Corporations Automatic Dividend Reinvestment Stock Purchase Plan which are exempt from the operation of Section 16 of the Securities and Exchange Act of 1934 and are beneficially owned by Mr. Drennan.

3. Shares are held by Mr. Drennan's Spouse.

4. Shares are held in Mr. Drennan's Spouse's IRA.

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

6. Represents shares held in the Employer Stock Fund of the Astoria Federal Savings and Loan Associations Incentive Savings Plan ("401(k)Plan") as of November 30, 2003, shares are held in the 401(k) Trust.

7. The options were granted pursuant to the 1999 Stock Option Plan for Officer's and Employee's of Astoria Financial Corporation, or the 1999 Plan.

8. On original form 4 filed on 2/2/04, the "A" code was erroneoulsy indicated. The securities were disposed of not acquired.

Remarks:

This amendement is to correct a clerical recording error and does not affect the number of securities benefically owned (directly or indirectly) or disposed of by the individual. The error that was corrected has been notated in Footnote 8.

	Tnomas W. Drennan by Alan P. Eggleston, attorney in fact	02/03/2004
	** 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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