SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Fusco Frank E

(Last)

(First)

(Middle)

ONE ASTORIA FEDERAL PLAZA

(Street)

LAKE SUCCESS

11042

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/15/2007

3. Issuer Name and Ticker or Trading Symbol
ASTORIA FINANCIAL CORP [ AF ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP, Treasurer & CFO

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	22,586	D
Common Stock	1,200	I⁽¹⁾	Spouse
Common Stock	34,220.32	I⁽²⁾	ESOP
Common Stock	6,250	I⁽³⁾	RSA
Common Stock	9,800	I⁽⁴⁾	RSA

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Statutory Stock Option⁽⁵⁾	01/10/2003	12/14/2009	Common Stock	32,759	$9.9583	D
Non-Statutory Stock Option⁽⁵⁾	01/10/2004	12/19/2010	Common Stock	47,664	$16.5625	D
Incentive Stock Option⁽⁵⁾	01/10/2005	12/18/2011	Common Stock	5,940	$16.8333	D
Non-Statutory Stock Option⁽⁵⁾	01/10/2005	12/18/2011	Common Stock	41,610	$16.8333	D
Incentive Stock Option⁽⁵⁾	01/10/2006	12/17/2012	Common Stock	5,554.5	$18	D
Non-Statutory Stock Option⁽⁵⁾	01/10/2006	12/17/2012	Common Stock	57,445.5	$18	D
Non-Statutory Stock Option⁽⁶⁾	12/22/2005	12/16/2013	Common Stock	4,098	$24.4	D
Non-Statutory Stock Option⁽⁶⁾	12/22/2005	12/16/2013	Common Stock	42,702	$24.4	D
Non-Statutory Stock Option⁽⁶⁾	12/22/2005	12/14/2014	Common Stock	3,754.5	$26.6267	D
Non-Statutory Stock Option⁽⁶⁾	12/22/2005	12/14/2014	Common Stock	57,145.5	$26.6267	D
Non-Statutory Stock Option⁽⁷⁾	01/09/2009	12/20/2012	Common Stock	37,500	$29.02	D

Explanation of Responses:

1. Shares are held by Mr. Fusco's spouse.

2. Represents shares allocated to Mr. Fusco's account under the Astoria Federal Savings and Loan Association Employee Stock Ownership Plan ("ESOP") as of June 30, 2007 and held in the ESOP 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 the 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 the 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 1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1999 Plan.

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

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

	Frank E. Fusco	08/22/2007
	** 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 5 (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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