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

OMB APPROVAL

OMB Number:			3235-0287
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)

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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/23/2010

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	05/23/2010		J		10,760	D	$0	0	I⁽¹⁾	RSA Vest
Common Stock	05/23/2010		J		10,760	A	$14.47⁽²⁾	77,026.35	D⁽¹⁾
Common Stock								62,507	I⁽³⁾	DC Plan
Common Stock								27,000	I⁽⁴⁾	Spouse

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⁽⁵⁾	$16.2709							01/16/2001	01/15/2011	Common Stock	6,000		6,000	D
Non-Statutory Stock Option⁽⁵⁾	$18.5467							01/15/2002	05/23/2011⁽⁶⁾	Common Stock	6,000		6,000	D
Non-Statutory Stock Option⁽⁵⁾	$18.1933							01/15/2003	05/23/2011⁽⁶⁾	Common Stock	6,000		6,000	D
Non-Statutory Stock Option⁽⁵⁾	$24.1667							01/15/2004	05/23/2011⁽⁶⁾	Common Stock	6,000		6,000	D
Non-Statutory Stock Option⁽⁵⁾	$26.2333							01/18/2005	05/23/2011⁽⁶⁾	Common Stock	6,000		6,000	D
Non-Statutory Stock Option⁽⁵⁾	$29.79							01/17/2006	05/23/2011⁽⁶⁾	Common Stock	6,000		6,000	D
Non-Statutory Stock Option⁽⁵⁾	$29.72							01/16/2007	05/23/2011⁽⁶⁾	Common Stock	6,000		6,000	D

Explanation of Responses:

1. Upon Mr. Thomas J. Donahue's death on 5/23/2010, represents vesting and distribution on 5/23/2010 of previous awards of restricted stock (1,805 shares granted on 1/28/2008, 5,494 shares granted on 2/2/2009, and 3,461 shares granted on 2/1/2010 respectively). This is pursuant to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan, or the 2007 Plan. The transaction represents a change in the form of beneficial ownership from indirect to direct.

2. Represents value of restricted stock at time of vesting and is the value of services rendered by the Reporting Person to the Issuer.

3. Shares are held in the Thomas J. Donahue Defined Contribution Plan.

4. Shares are held by Mr. Donahue's spouse.

5. Options were granted pursuant to the 1999 Stock Option Plan for Outside Directors of Astoria Financial Corporation, or the 1999 Plan.

6. This Expiration Date changed upon Mr. Donahue's death.

	Thomas J. Donahue by Alan P. Eggleston, attorney-in-fact	05/27/2010
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.