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*
KEEGAN GERARD C
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Vice Chairman&Chief Admin Off
3. Date of Earliest Transaction (Month/Day/Year)
10/27/2006
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 10/27/2006 M 5,160 A $19.375 122,076 D
Common Stock 10/27/2006 F 3,440 D $29.055 118,636 D
Common Stock 10/27/2006 M 6,657 A $15.0209 125,293 D
Common Stock 10/27/2006 F 3,441 D $29.055 121,852 D
Common Stock 10/27/2006 M 10,041 A $9.9583 131,893 D
Common Stock 10/27/2006 F 3,441 D $29.055 128,452 D
Common Stock 10/30/2006 M 5,340 A $19.375 133,792 D
Common Stock 10/30/2006 M 53,343 A $15.0209 187,135 D
Common Stock 10/30/2006 S 7,983 D $29 179,152 D
Common Stock 10/30/2006 S 3,500 D $29.01 175,652 D
Common Stock 10/30/2006 S 14,100 D $29.02 161,552 D
Common Stock 10/30/2006 S 4,500 D $29.03 157,052 D
Common Stock 10/30/2006 S 800 D $29.04 156,252 D
Common Stock 10/30/2006 S 7,100 D $29.05 149,152 D
Common Stock 10/30/2006 S 1,800 D $29.06 147,352 D
Common Stock 10/30/2006 S 900 D $29.07 146,452 D
Common Stock 10/30/2006 S 2,400 D $29.08 144,052 D
Common Stock 10/31/2006 S 11,200 D $29.05 132,852 D
Common Stock 10/31/2006 S 4,400 D $29 128,452 D
Common Stock 18,837.39 I(1) ESOP
Common Stock 13,150 I(2) RSA
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
Incentive Stock Option(3) $19.375 10/27/2006 M 5,160 08/19/1998 12/16/2007 Common Stock 5,160 $0 0 D
Non-Statutory Stock Option(3) $19.375 10/30/2006 M 5,340 08/19/1998 12/16/2007 Common Stock 5,340 $0 0 D
Incentive Stock Option(3) $15.0209 10/27/2006 M 6,657 01/10/2002 12/15/2008 Common Stock 6,657 $0 0 D
Non-Statutory Stock Option(3) $15.0209 10/30/2006 M 53,343 01/10/2002 12/15/2008 Common Stock 53,343 $0 0 D
Incentive Stock Option(4) $9.9583 10/27/2006 M 10,041 01/10/2003 12/14/2009 Common Stock 10,041 $0 0 D
Incentive Stock Option(4) $16.5625 01/10/2004 12/19/2010 Common Stock 6,036 6,036 D
Non-Statutory Stock Option(4) $16.5625 01/10/2004 12/19/2010 Common Stock 113,964 113,964 D
Incentive Stock Option(4) $16.8333 01/10/2005 12/18/2011 Common Stock 5,940 5,940 D
Non-Statutory Stock Option(4) $16.8333 01/10/2005 12/18/2011 Common Stock 102,060 102,060 D
Incentive Stock Option(4) $18 01/10/2006 12/17/2012 Common Stock 5,554.5 5,554.5 D
Non-Statutory Stock Option(4) $18 01/10/2006 12/17/2012 Common Stock 136,945.5 136,945.5 D
Non-Statutory Stock Option(5) $24.4 12/22/2005 12/16/2013 Common Stock 4,098 4,098 D
Non-Statutory Stock Option(5) $24.4 12/22/2005 12/16/2013 Common Stock 97,902 97,902 D
Non-Statutory Stock Option(5) $26.6267 12/22/2005 12/14/2014 Common Stock 3,754.5 3,754.5 D
Non-Statutory Stock Option(5) $26.6267 12/22/2005 12/14/2014 Common Stock 140,245.5 140,245.5 D
Non-Statutory Stock Option(6) $29.02 01/09/2009 12/20/2012 Common Stock 122,900 122,900 D
Explanation of Responses:
1. Represents shares allocated to Mr. Keegan's account under the Astoria Federal Savings and Loan Association Employee Stock Ownership Plan ("ESOP") as of September 30, 2006 and held in the ESOP Trust.
2. Represents award of restricted stock pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan. The restricted stock will vest and be distributed effective January 9, 2009 or earlier upon the death, disability or retirement at normal retirement age, on a change of control, or, in the case of executive officers, pursuant to the terms of their respective employment agreements with the Company, upon the termination of employment by the Company prior to the end of the term of such employment agreement without cause, as defined therein.
3. Options were granted pursuant to the 1996 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1996 Plan.
4. Options were granted pursuant to the 1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1999 Plan.
5. Options were granted pursuant to the 2003 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 2003 Plan.
6. Options were granted pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan.
Gerard C. Keegan 10/31/2006
** 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.
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