8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 14, 2004

ASTORIA FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-22228	11-3170868
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

ONE ASTORIA FEDERAL PLAZA, LAKE SUCCESS, NEW YORK 11042-1085
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (516) 327-3000

NOT APPLICABLE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
EX-99.1: MOODY'S PRESS RELEASE

ITEMS 1 THROUGH 7 NOT APPLICABLE.

Item 8.01. Other Events.

     On October 14, 2004, Moody’s Investors Service (“Moody’s”) reported that it upgraded the senior debt rating of Astoria Financial Corporation to Baa1 from Baa3. A copy of Moody’s announcement is included herewith as an exhibit to this report.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

     The following Exhibit is filed as part of this report:

Exhibit 99.1 Moody’s press release dated October 14, 2004.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ASTORIA FINANCIAL CORPORATION
	By:	/s/ Peter J. Cunningham
		Peter J. Cunningham
Dated: October 15, 2004		First Vice President and Director of Investor Relations

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Moody’s press release dated October 14, 2004.

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EX-99.1

MOODY’S UPGRADES ASTORIA FINANCIAL (SENIOR DEBT TO Baa1) Page 1 of 2

[MOODY’S INVESTORS SERVICE LOGO] Global Credit Research
Rating Action
14 OCT 2004

Rating Action: Astoria Financial Corporation

MOODY’S UPGRADES ASTORIA FINANCIAL (SENIOR DEBT TO Baa1)

New York, October 14, 2004 — Moody’s Investors Service upgraded the senior debt rating of Astoria Financial Corporation to Baa1 from Baa3. At the same time, Moody’s upgraded the ratings of Astoria’s subsidiaries (long-term deposits at the thrift to A3 from Baa1; short-term deposits to Prime-1 from Prime-2). The thrift’s financial strength rating was not affected. The ratings had been placed on review for possible upgrade on July 28, 2004. Following the upgrade, the rating outlook is stable.

According to Moody’s, the upgrade is based on Astoria’s demonstrated ability to continue to enhance its healthy low-cost core deposit franchise in Long Island, Brooklyn and Queens, New York, a particularly competitive market. Specifically, Astoria’s long-time emphasis on service combined with targeted promotions has resulted in modest, but steady growth of checking and savings accounts, the thrift’s two lowest-cost funding sources. However, these deposits still account for less than half of Astoria’s total deposit base, as the thrift’s funding base remains reliant on higher-cost CDs.

Moody’s added that the upgrade is also based on its expectations that double leverage at Astoria’s holding company will be reduced in the near-term. At year-end 2003, double leverage was 129%, well above the median for similarly-rated institutions.

Moody’s notes that Astoria’s sizable mortgage-backed securities portfolio makes it susceptible to changes in the interest rate environment. However, the upgrade incorporates Moody’s belief that Astoria’s ability to manage those changes is sound.

In raising the thrift’s short-term rating to Prime-1 from Prime-2, the rating agency noted that Astoria’s strong asset quality and comparative lack of concentration risk, combined with its healthy deposit base, fit the profile of other A3 banks and thrifts that are also rated Prime-1 for short-term obligations. This profile is characterized by the relative stability and predictability of those institutions fundamentals. In Moody’s opinion, predictable fundamentals shelter these banks and thrifts from more significant credit transition risk, therefore justifying Prime-1 ratings compatible with A3 long-term ratings.

Following the upgrade, Moody’s highlighted that any possible future positive rating action would require further meaningful expansion of Astoria’s core deposit base. On the other hand, future negative rating action could result from a significant deterioration in either core profitability or asset quality, or from a material increase in double leverage.

The following ratings were upgraded:

Astoria Financial Corporation

– senior debt to Baa1 from Baa3

Astoria Federal Savings & Loan Association

– long-term deposits to A3 from Baa1

– issuer and OSO ratings to A3 from Baa2

– short-term deposits to Prime-1 from Prime-2

– the C bank financial strength rating is affirmed

Astoria Capital Trust

– preferred stock to Baa2 from Ba1

MOODY’S UPGRADES ASTORIA FINANCIAL (SENIOR DEBT TO Baa1) Page 2 of 2

Astoria Financial Corporation, a thrift holding company headquartered in Lake Success, New York, reported $22.3 billion in assets at June 30, 2004.

New York
Gregory W. Bauer
Managing Director
Financial Institutions Group
Moody’s Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

New York
Allen H. Tischler
Vice President – Senior Analyst
Financial Institutions Group
Moody’s Investors Service
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

© Copyright 2004, Moody’s Investors Service, Inc. and/or its licensors including Moody’s Assurance Company, Inc. (together, “MOODY’S”). All rights reserved.

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MOODY’S hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MOODY’S have, prior to assignment of any rating, agreed to pay to MOODY’S for appraisal and rating services rendered by it fees ranging from $1,500 to $2,300,000. Moody’s Corporation (MCO) and its wholly-owned credit rating agency subsidiary, Moody’s Investors Service (MIS), also maintain policies and procedures to address the independence of MIS’S ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually on Moody’s website at www.moodys.com under the heading “Shareholder Relations — Corporate Governance — Director and Shareholder Affiliation Policy.” -----END PRIVACY-ENHANCED MESSAGE-----