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): November 18, 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):

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

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

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

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

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
Exhibit Index
EX-10.1: LETTER AGREEMENT

ITEMS 2 THROUGH 4 AND 6 THROUGH 8 NOT APPLICABLE.

Item 1.01 Entry into a Material Definitive Agreement.

(a) In connection with the retirement of Lawrence W. Peters, a director of both Astoria Financial Corporation (“the Company”) and Astoria Federal Savings and Loan Association (“Astoria Federal”) from the Boards of Directors of the Company and Astoria Federal, described more fully below, and in order to clarify and avoid any potential dispute over the amount of the benefit to which Mr. Peters is duly entitled pursuant to the Long Island Bancorp, Inc. Non-Employee Directors Retirement Benefit Plan, which was assumed by the Company as part of its acquisition of Long Island Bancorp, Inc. following the close of business on September 30, 1998, the Company, Astoria Federal and Mr. Peters entered into a letter agreement, a copy of which is attached as an Exhibit to this Report.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b)	Lawrence W. Peters, a director of the Company and Astoria Federal, will reach the mandatory retirement age of seventy-five (75) in December 2004. Accordingly, pursuant to the Bylaws of both the Company and Astoria Federal, Mr. Peters retired from the Board of Directors of the Company and of Astoria Federal effective upon the close of the regular Boards of Directors meetings of the Company and Astoria Federal, respectively, held on November 17, 2004.
	At its meeting held on November 17, 2004, the Board of Directors of the Company adopted a resolution, effective upon the close of the meeting, reducing the size of the Board of Directors of the Company from thirteen to twelve directors, thereby eliminating the Board of Directors seat which had previously been held by Mr. Peters.
	At its meeting, also held on November 17, 2004, the Board of Directors of Astoria Federal adopted an amendment to the Bylaws of Astoria Federal effective upon the close of the meeting, reducing the size of the Board of Directors of Astoria Federal from thirteen to twelve directors, thereby eliminating the Board of Directors seat which had previously been held by Mr. Peters. This Bylaw amendment, although effective as noted herein, is subject to notice to and non-objection by the Office of Thrift Supervision.

Item 9.01. Financial Statements and Exhibits.

10.1 Letter Agreement dated November 17, 2004 between Astoria Financial Corporation and Lawrence W. Peters.

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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/Alan P. Eggleston .
	Alan P. Eggleston
	Executive Vice President, Secretary and General Counsel

Dated: November 18, 2004

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Exhibit Index

Exhibit No.	Title
10.1	Letter Agreement dated November 17, 2004 between Astoria Financial Corporation and Lawrence W. Peters.

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EX-10.1

Exhibit 10.1

[Astoria Financial Corporation Letterhead]

November 17, 2004

Mr. Lawrence W. Peters
194 Captains Way
West Bay Shore, New York 11706

Re:      Director Retirement Benefits

Dear Mr. Peters:

The purpose of this letter is to set forth the agreement that has been reached concerning the retirement benefits to which you are entitled under the Astoria Federal Savings and Loan Association and Astoria Financial Corporation Directors’ Retirement Plan, as amended (the “Astoria Plan”) and the Long Island Bancorp, Inc. Non-Employee Directors Retirement Benefit Plan (the “LIB Plan”).

Astoria Financial Corporation (“Astoria Financial”) will pay you a monthly benefit equal to Three Thousand Dollars ($3,000.00), commencing on or about December 1, 2004 and continuing monthly thereafter until a total of 120 monthly payments have been made. In the event of your death before all 120 payments have been made, Astoria Financial will make any remaining monthly payments to your designated beneficiary (or, if there is no beneficiary, to your estate). If your designated beneficiary survives you but dies before all remaining payments due hereunder have been made, Astoria Financial will make any remaining monthly payments to your designated beneficiary’s beneficiary (or, if there is no beneficiary, to his or her estate) and then to his or her designated beneficiary (or, if there is no beneficiary, to his or her estate), and so forth, until all 120 payments have been made.

You may designate a beneficiary to receive amounts that remain payable under this letter as of the date of your death by written notice signed by you and actually received by Astoria Financial prior to your death. You may change or revoke any designation so made by means of a similar signed instrument. Any determination made by Astoria Financial as to the validity of any beneficiary designation you make under this letter and as to whether any beneficiary so named has survived you shall be conclusive and binding on all parties in the absence of manifest error.

The payments made hereunder are in respect of your service as a non-employee director and will not be subject to income tax withholding. You (or, in the event of your death, your beneficiary) will be responsible for taking such payments into account when computing your liability for estimated taxes.

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Mr. Lawrence W. Peters
Page 2

The payments made hereunder represent full settlement of your rights to benefits under the Astoria Plan, the LIB Plan and any other plan, program or arrangement under which retirement-type benefits may be paid in recognition of compensation paid and services rendered as a director of Astoria Federal Savings and Loan Association (“Astoria Federal”), Astoria Financial Corporation (Astoria Financial”), the subsidiaries and affiliates of either of them, or any of their respective predecessor entities (collectively, “Director Retirement Benefits”).

In consideration for the payments promised herein, you hereby permanently and irrevocably waive any and all rights that you may have to claim an entitlement to Director Retirement Benefits of a higher amount, or payable beginning at a different time or over a longer period, than as set forth in this letter. In turn, Astoria Federal and Astoria Financial hereby permanently and irrevocably waive any and all rights that either of them may have to claim that your entitlement to Director Retirement Benefits is for a lower amount, or payable beginning at a different time or over a shorter period, than as set forth in this letter.

If this letter accurately reflects our understanding, kindly so signify by countersigning the enclosed copy and returning it to the attention of Alan P. Eggleston, Esq., Executive Vice President and General Counsel, Astoria Federal Savings and Loan Association, One Astoria Federal Plaza, Lake Success, New York. If you have questions concerning this letter, kindly refer them to Mr. Eggleston at 516-327-7876.

ASTORIA FINANCIAL CORPORATION
By:	/S/ Alan P. Eggleston
	Name:	Alan P. Eggleston
	Title:	Executive Vice President, Secretary and General Counsel
ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION
By:	/S/_Alan P. Eggleston
	Name:	Alan P. Eggleston
	Title:	Executive Vice President, Secretary and General Counsel
By:	/S/ Lawrence W. Peters
	Lawrence W. Peters

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