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^*

MCCANN GARY T

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2007

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								46,079	D
Common Stock								31,676.48	I⁽¹⁾	ESOP
Common Stock	12/13/2007		J		0.2875	D	$23.94	288.64	I⁽²⁾	401(k)
Common Stock								9,000	I⁽³⁾	RSA
Common Stock								19,600	I⁽⁴⁾	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)
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⁾	$15.0209							01/10/2002	12/15/2008	Common Stock	15,843		15,843	D
Non-Statutory Stock Option⁽⁶⁾	$9.9583							01/10/2003	12/14/2009	Common Stock	31,959		31,959	D
Incentive Stock Option⁽⁶⁾	$16.5625							01/10/2004	12/19/2010	Common Stock	6,036		6,036	D
Non-Statutory Stock Option⁽⁶⁾	$16.5625							01/10/2004	12/19/2010	Common Stock	35,964		35,964	D
Incentive Stock Option⁽⁶⁾	$16.8333							01/10/2005	12/18/2011	Common Stock	5,940		5,940	D
Non-Statutory Stock Option⁽⁶⁾	$16.8333							01/10/2005	12/18/2011	Common Stock	30,960		30,960	D
Incentive Stock Option⁽⁶⁾	$18							01/10/2006	12/17/2012	Common Stock	5,554.5		5,554.5	D
Non-Statutory Stock Option⁽⁶⁾	$18							01/10/2006	12/17/2012	Common Stock	43,945.5		43,945.5	D
Non-Statutory Stock Option⁽⁷⁾	$24.4							12/22/2005	12/16/2013	Common Stock	4,098		4,098	D
Non-Statutory Stock Option⁽⁷⁾	$24.4							12/22/2005	12/16/2013	Common Stock	52,152		52,152	D
Non-Statutory Stock Option⁽⁷⁾	$26.6267							12/22/2005	12/14/2014	Common Stock	3,754.5		3,754.5	D
Non-Statutory Stock Option⁽⁷⁾	$26.6267							12/22/2005	12/14/2014	Common Stock	86,245.5		86,245.5	D
Non-Statutory Stock Option⁽⁸⁾	$29.02							01/09/2009	12/20/2012	Common Stock	84,000		84,000	D

Explanation of Responses:

1. Represents shares allocated to Mr. McCann's account under the Astoria Federal Savings and Loan Association Employee Stock Ownership Plan ("ESOP") as of September 30, 2007 and held in the ESOP Trust.

2. Transaction voluntarily reported earlier than required. Due to 401(k) Plan provisions related to limitations on deferred contributions by highly compensated employees, Astoria Federal Savings determined that the Plan sell .2875 share on December 13, 2007. Such transaction is exempt pursuant to SEC Regulation 240.16b-3(C). Represents shares held in the Employer Stock Fund of the Astoria Incentive Savings Plan ("401(k) Plan") for the account of Mr. McCann as of December 13, 2007. Shares are held in the 401(k) Plan Trust.

3. 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 the executive officers, pursuant to the terms of their respective employment agreements with the Company, upon the termination of their employment by the Company prior to the end of the term of such employment agreement without cause, as defined therein.

4. 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, 2012 or earlier upon the death, disability or retirement at normal retirement age, on a change of control, or, in the case of the executive officers, pursuant to the terms of their respective employment agreements with the Company, upon the termination of their employment by the Company prior to the end of the term of such employment agreement without cause, as defined therein.

5. Options were granted pursuant to the 1996 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1996 Plan.

6. Options were granted pursuant to the 1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1999 Plan.

7. Options were granted pursuant to the 2003 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 2003 Plan.

8. Options were granted pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan.

	Gary T. McCann	12/17/2007
	** 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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