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): August 1, 2007

Astoria Financial Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-11967	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))

ITEMS 1, 3 THROUGH 8 NOT APPLICABLE.

Item 2.02.Results of Operations and Financial Condition.

Astoria Financial Corporation has updated its written investor slide presentation material which is included herein in Exhibit 99.1. This information includes, among other things, a review of financial results and trends through the period ended June 30, 2007, and is intended to be made available to shareholders, analysts and investors, including investor groups participating in forums such as sponsored investor conferences and road shows, during the quarter ending September 30, 2007. A copy of the presentation material is available on the company’s investor relations website, http://ir.astoriafederal.com.

The information provided pursuant hereto shall not be deemed incorporated by reference by any general statement incorporating by reference this Form 8-K into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such Acts.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

Exhibit 99.1Slide presentation that Astoria Financial Corporation will make available to shareholders, analysts, investors and investor groups participating in forums such as sponsored investor conferences and road shows, during the quarter ending September 30, 2007.

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

First Vice President and Director of Investor Relations

Dated: August 1, 2007

EXHIBIT INDEX

Exhibit Number	Description
99.1	Slide presentation that Astoria Financial Corporation will make available to investors during the quarter ending September 30, 2007.

EX-99.1

Long Island’s Premier Community Bank

www.astoriafederal.com

Investor Presentation

Second Quarter Ended

June 30, 2007

This presentation may contain forward-looking statements that are based on various
assumptions and analyses made by us in light of our management’s experience and its
perception of historical trends, current conditions and expected future developments, as well as
other factors we believe are appropriate under the circumstances.  These statements are not
guarantees of future performance and are subject to risks, uncertainties and other factors (many
of which are beyond our control) that could cause actual results to differ materially from future
results expressed or implied by such forward-looking statements.  These factors include, without
limitation, the following: the timing and occurrence or non-occurrence of events may be subject to
circumstances beyond our control; there may be increases in competitive pressure among
financial institutions or from non-financial institutions; changes in the interest rate environment
may reduce interest margins or affect the value of our investments; changes in deposit flows,
loan demand or real estate values may adversely affect our business; changes in accounting
principles, policies or guidelines may cause our financial condition to be perceived differently;
general economic conditions, either nationally or locally in some or all areas in which we do
business, or conditions in the real estate or securities markets or the banking industry may be
less favorable than we currently anticipate; legislative or regulatory changes may adversely affect
our business; applicable technological changes may be more difficult or expensive than we
anticipate; success or consummation of new business initiatives may be more difficult or
expensive than we anticipate; or litigation or matters before regulatory agencies, whether
currently existing or commencing in the future, may be determined adverse to us or may delay
occurrence or non-occurrence of events longer than we anticipate.  We assume no obligation to
update any forward-looking statements to reflect events or circumstances after the d
ate of this document.

2

Corporate Profile

$21.6 billion in assets

•$15.6 billion in loans

$13.4 billion in deposits

8.3% deposit market share in Long Island market

–  Largest thrift depository

Insider & ESOP stock ownership: 21%

Corporate Governance: AF outperformed 97% of all banks
in the S&P Banks industry group ^*

$2.3 billion market cap

13+ years as a public company – enhancing shareholder
value

All figures in this presentation are as of June 30, 2007 and all stock market data is as of July 25, 2007, except as noted.

* Source: Institutional Shareholder Services (ISS) as of July 1, 2007

NYSE:  AF

3

Dividend Growth

CAGR = 26%

*  3Q07 annualized; yielding 4.34%, as of July 25, 2007

4

Cumulative Cash Returned to Shareholders

(In Millions)

$110

$159

$368

$846

$1,121

$501

$2.4 billion returned to shareholders in the past 10+ years

$1,382

$1,679

Shares

Repurchased:    6.7M        1.0M         12.8M         7.8M         15.5M        10.9M        10.6M         9.1M          6.6M          8.4M        1.8M            91.1M*

Average Price: $12.85     $16.31       $12.48       $10.81       $18.70       $19.32       $18.42      $24.82       $27.49       $29.92     $27.62         $19.19

$1,941

$2,284

$2,380

* Amount does not cross foot due to rounding

5

First Half 2007 Financial Highlights

Loan portfolio increased $611 million, or 8% annualized

- -One-to-four family loan portfolio increased $695 million,

or 14% annualized

Deposits increased $224 million, or 3% annualized

Securities portfolio decreased $552 million, or 21%
annualized

Borrowings decreased $138 million, or 4% annualized

Repurchased 1.8 million shares

6

AF CAGR = 16%

Comparative returns from November 30, 1993 – June 30, 2007   (IPO 11/18/93)

Stock Performance - Comparative Total Return

7

Focus on Core Business

(In Billions)

12/31/99  06/30/07

Loans

Securities

12/31/99  06/30/07

Deposits

Borrowings

vs.

Assets

Liabilities

12/31/99  06/30/07

12/31/99  06/30/07

vs.

8

Improving Balance Sheet Quality

Total Assets:  21,649,871

Total Assets:  $22,696,536

At December 31, 1999

At June 30, 2007

Assets

Assets

Liabilities & Shareholders’ Equity

Liabilities & Shareholders’ Equity

9

A Simple Formula for Enhancing Shareholder Value

EFFICIENCY

MORTGAGE LENDING

•  Portfolio lender, not a mtge. banker

•  1-4 Family, Multi-Family and

   Commercial R.E. expertise

•  Superior asset quality

RETAIL BANKING

• Premier community bank on

               Long Island

•Dominant deposit market share

       • #1 thrift depository in core market

10

Primarily short-term, 5/1 hybrid ARMs for portfolio

Minimizes interest rate risk

Multiple delivery channels provide flexibility & efficiency

Retail^*

Commissioned brokers covering 26 states^*

Third party originators – correspondents covering 43 states^*

Secondary marketing capability

Sale of 15 year and 30 year fixed rate loans reduces interest rate risk

Geographically diversified portfolio

Reduces lending concentrations

1-4 Family Mortgage Lending

* All loans underwritten to Astoria’s stringent standards.  Broker and correspondent networks also include D.C.

11

Geographic Composition of 1-4 Family Loan Portfolio

At June 30, 2007

Total 1-4 Family Loan Portfolio

$10.9 Billion

Virginia

9%

Massachusetts

7%

Maryland

8%

12

1-4 Family Mortgage Loan Originations

By Product Type

$4.5B

(In Billions)

$5.6B

Net portfolio growth:($895.7) M          ($238.3) M             +$83.7 M             +$703.2 M            +$456.2 M +$695.4 M

Weighted Avg. Portfolio  

Coupon at Period End 6.33%               5.26%                    5.05%                  5.19%                   5.48%   5.58 %

$3.2B

$3.3B

$2.7B

$2.0B

13

Multifamily/Commercial Real Estate Lending

Solid Multifamily/CRE portfolio

$4.1 billion in portfolio

Weighted Average Coupon at June 30, 2007:  5.85%

Conservative underwriting

–Weighted average LTV of portfolio < 65%

Average loan in portfolio < $1 million

Approximately 85% of multifamily portfolio is subject

to rent control or rent stabilization

Note: LTV is based on current principal balances and original appraised values.

14

Asset Quality Focus

•Limited credit risk

Conservative underwriting, top quality loans, low LTVs

No sub-prime or payment option ARM lending

•Strong reserves

Non-performing assets: 0.30% of total assets

Allowance for loan losses/non-performing loans: 124%

•Top quality MBS portfolio

Primarily GSE, agency or ‘AAA’ rated

15

•One year gap:  -21.5%

•Key balance sheet components

Short-term hybrid adjustable-rate mortgage loan portfolio

Short weighted average life MBS portfolio

Offset by:

Large, low-cost checking, savings and money market

deposit base – provides natural hedge against rising rates

Longer-term CDs

Over the past twelve months, $1.5 billion of non-callable CDs
with original maturities of 18 months or greater were issued or repriced with a weighted average rate of 5.09% and a weighted average original maturity of 24 months

Borrowings – as needed

Interest Rate Risk Management

16

Leading Retail Banking Franchise

$13.4 billion in deposits, 86 banking office network

Serving the Long Island market since 1888

•  Low cost/stable source of funds – average cost: 3.42%^*

•$12.5 billion, or 93%, of total deposits emanate from within

5 miles of a branch

•  Banking offices with high average deposits contribute to efficiency

Long Island Offices (83) – Nassau (29), Queens (17), Suffolk (25),
Brooklyn (12) – Average Deposits of $155 Million

Westchester Offices (3) – Average Deposits of $181 Million

•  Alternative delivery channels

ATM’s, telephone and Internet banking

* Average cost for the quarter ended June 30, 2007.

17

Long Island Powerhouse

Nassau

Queens

Brooklyn

Suffolk

Banking Offices and Deposit Share Ranking on Long Island

Overall Deposit Share Ranking:  

#1- all thrifts,  #4- all financial institutions  

18

Well Positioned in Each of Our Key Markets

Source: FDIC Summary of Deposits, SNL Financial. Data as of June 30, 2006.

* Astoria’s deposits highlighted above are comprised of retail community deposits.  Astoria does not solicit broker or municipal deposits.

Deposits

Median household income: $90,227

Median household income: $53,531

U.S. Median HHI: $51,546 / NY State Median HHI: $54,403

Median household income: $81,248

Median household income: $40,311

54

12

6,045

Citigroup

3.

59

13

6,479

Capital One/North Fork

2.

82

17%

$ 8,217

Chase

1.

Branches

Share

Total

Institution

Total

Astoria

NY Community

($ in millions)

468

$49,243

29

10

4,942

5.

38

11

5,506

4.

Nassau

29

12

4,609

Citigroup

3.

51

13

4,723

Capital One/North Fork

2.

65

19%

$ 7,200

Chase

1.

Branches

Share

Total

Institution

Total

NY Community

Astoria

($ in millions)

396

$37,527

39

8

2,882

5.

17

8

3,158

4.

Queens

25

9

3,070

Astoria

3.

80

19

6,474

Chase

2.

63

26%

$ 8,796

Capital One/North Fork

1.

Branches

Share

Total

Institution

Total

Citigroup

WaMu

($ in millions)

418

$33,690

28

7

2,446

5.

36

8

2,643

4.

Suffolk

292

$32,800

Total

21

11

3,659

Sovereign

3.

25

12

3,793

Citigroup

2.

44

21%

$ 6,736

Chase

1.

Branches

Share

Total

Institution

Astoria  (#7)

HSBC

WaMu

($ in millions)

12

5

1,616

27

11

3,512

5.

29

11

3,531

4.

Brooklyn

19

Strong Position in Core Market

Brooklyn, Queens, Nassau and Suffolk

* Astoria’s deposits highlighted above are comprised of retail community deposits.  Astoria does not solicit broker or municipal deposits.

Source:  FDIC Summary of Deposits.  Data as of June 30, 2006.

The combined population of these four counties (7.6 million) exceeds the population of 38 individual U.S. states

$  97

$104

103

45

136

106

88

86

154

124

113

$106

Deposits

Average

1,574

1,230

48

112

38

93

121

127

83

136

201

271

Branches

11.0

527

16,894

Citibank

3.

8.3

453

12,786

ASTORIA*

4.

3.4

476

5,178

Sovereign

8.

3.3

(436)

5,037

Bank of America

9.

83.4%

$3,449

$127,744

Total – Top 10

3.2

1,923

4,957

Commerce

10.

7.0

326

10,665

NY Community

6.

6.4

476

9,865

HSBC

7.

7.2

257

10,970

Washington Mutual

5.

14.9

(1,723)

22,766

Capital One/North Fork

2.

100.0%

$5,214

$153,259

Total – Core Market

18.7%

$1,170

$ 28,626

Chase

1.

Share

Growth

Deposits

Institution

Market

June 06/05

($ in millions)

20

Market Share Trend – 1999 - 2006

Brooklyn, Queens, Nassau and Suffolk

* Astoria’s deposits highlighted above are comprised of  retail community deposits.  Astoria does not solicit broker or municipal deposits.

Source:  FDIC Summary of Deposits.  Data as of June 30, 2006.

+190

+  83

(12)

( 7)

+  49

+    9

+  21

(21)

(1)

+  48

+    6

( 9)

June 99-06

Change in #

Of Branches

   37.6%

32.8%

(3.1)%

3.3

100.0%

$41,916

$153,259

Total – Core Market

10.

9.

8.

7.

6.

5.

4.

3.

2.

1.  

83.4%

$31,526

$127,744

Total – Top 10

(3.8)

(36.5)

(2,901)

5,037

Bank of America

(1.3)

6.4

15.6

1,334

9,865

HSBC

(1.1)

7.2

19.4

1,780

10,970

Washington Mutual

0.5

3.4

63.1

2,003

5,178

Sovereign

(0.2)

7.0

32.6

2,623

10,665

NY Community

(1.4)

11.0

22.1

3,053

16,894

Citibank

0.0

8.3

39.1

3,592

12,786

ASTORIA*

4,957

5,389

$  9,696

June 99-06

$     Growth     %

4,957

22,766

$ 28,626

June 2006

Deposits

3.2

3.2

Commerce

(0.7)

14.9

31.0

Capital One/North Fork

1.7%

18.7%

51.2%

Chase

June 99-06

Market Share

Gain/Loss

June 06

Market

Share

Institution

21

Retail Banking

Acquisition with organic growth vs. de-novo branching

Differentiation from competition

–Maintain pricing discipline

– Pro-active sales culture

– Focus on customer service

– Strong support of local community-based organizations
and activities

22

Sales – PEAK Process

Performance based on Enthusiasm, A ctions andKnowledge

“Sales Oriented and Service Obsessed”

A “needs” based approach to sales rather than “product”
based approach

Highly interactive program – daily and weekly meetings
create a focus that is shared throughout the branch network

Incentives for strong performance, both individual and team

23

Key Findings :Favorably Positioned Against Competitors

71% of Astoria customers are highly satisfied

71% of Astoria customers are highly likely to recommend

Astoria to friend/family member

•Astoria customers are 22% more likely to net increase their

deposit relationship than are competitor customers

Satisfaction with the branch is by far the strongest driver of
overall satisfaction–  86% of Astoria customers are highly
satisfied with quality of branch service

Customer Satisfaction

24

Community Involvement

Key Initiatives

•Education First

Supports lifelong learning, promotes savings and provides meaningful financial solutions to improve the way our customers live

•Neighborhood Outreach

Supports local organizations that enrich the communities within our market
area

Nearly 1000 community-based organizations supported annually

•Results/Recognition

Six consecutive “Outstanding” Community Reinvestment Act ratings by

OTS

Astoria Federal:  An integral part of the fabric of the communities we serve

25

Total - $13.4 Billion

  At June 30, 2007

*Retail CDs: $7.8B

  Rate: 4.76%

Money Market: $0.4B

Rate: 1.00%

Savings: $2.0B

Rate: 0.40%

*Liquid CDs: $1.7B

  Rate: 4.83%

Now/Demand: $1.5B

Rate: 0.06%

Core Community Deposits

* Note:58% of the households that have a retail CD or Liquid CD account also have a low
cost checking, savings or money market account relationship.

26

G&A Expense Ratio⁽¹⁾

*   Most recent data available for All US Thrifts and NY Thrifts is for the quarter ended March 31, 2007.  AF is annualized for the six
months ended June 30, 2007.  

Source: SNL Financial – Median Ratios

(1)   G&A expense ratio represents general and administrative expense divided by average assets.

27

U.S. Court of Appeals for the Federal Circuit reversed AF
award of $436 million on February 1, 2007 in the LISB case

–AF filed a petition for rehearing or rehearing en banc on

April 2, 2007 with the U.S. Court of Appeals for the Federal

Circuit

Remaining goodwill litigation claim

–$160 million of original supervisory goodwill created by

Fidelity NY

–Trial commenced on April 19, 2007 before the U.S. Court of

Federal Claims

– Evidentiary phase has been concluded. Post trial motions and closing
arguments are expected to be concluded in the fourth quarter of 2007

Goodwill Claims - Update

28

Challenges

Flat U.S. Treasury yield curve

Anticipate yield curve to remain relatively flat for the remainder of 2007
and into 2008 which will result in a relatively stable net interest margin
for 2007, similar to the 2007 second quarter margin

Strategies

Remain focused

Grow loans and deposits

Maintain credit standards

Maintain pricing discipline

Reduce securities

Maintain superior operating efficiency

Continue buying back AF stock, maintaining tangible capital
levels between 4.50% and 4.75%

Objective:  Produce solid returns

2007 Outlook

29

Investment Merits

Strong balance sheet – superior asset quality

Attractive banking franchise

Dominant deposit market share in core market

Superior operating efficiency

Well capitalized

Proactive Capital Management

Stock repurchase program in place

26% compounded annual growth in dividend^*

$2.4 billion returned to shareholders in the past 10+ years

*  CAGR from 1995, commencement of quarterly dividend, to 3Q07 annualized

30

AF:  A Record of Enhancing Shareholder Value

Addendum

Ownership Profile

June 30, 2007

Shares Outstanding: 96,851,570

32

Acquisition History

(1)  Branches sold in 1999

(2)  One satellite office closed in 1997

$11,590

86

TOTAL

6,600

35

Long Island Bancorp, Inc.

1998

2,400

14

The Greater NY Savings Bank

1997

1,800

18

Fidelity New York⁽²⁾

1995

280

4

Whitestone Savings (RTC)

1990

205

4

Oneonta Federal⁽¹⁾

1987

25

1

Chenango Federal⁽¹⁾

1984

100

3

Hastings-on-Hudson Federal

1982

130

5

Citizens Savings (FSLIC)

1979

$       50

2

Metropolitan Federal

1973

Assets

# Branches

Thrift

Year

(in millions)

33

1-4 Family Delinquency Ratios:  AF vs. MBA

Source:  MBA National Delinquency Survey.   Beginning with 3Q02, MBA statistics for conventional loans excludes sub-prime loans.

34

1- 4 Family Mortgage Loan Originations

By Delivery Channel

(In Billions)

$5.6B

$3.2B

$3.3B

$2.7B

$2.0B

35

For the six months ended June 30, 2007

Total Multifamily/CRE

Originations

$254 Million

New York,

New Jersey,

Connecticut

80%

Geographic Composition of Multifamily/CRE Loan Originations

Florida

10%

36

Interest Rate Risk Management

*   Non-callable CDs issued or repriced during the period with an original maturity of 18 months or greater

22 months

5.01%

$546.6 Million

2Q07

24 months

5.09%

$1.5 Billion

TOTAL

22 months

5.09%

$492.8 Million

1Q07

20 months

5.08%

$211.6 Million

4Q06

34 months

5.27%

$268.9 Million

3Q06

Weighted Average

Original Term

Weighted Average

Rate

CDs Issued

Or Repriced^*

37

Glossary

Office of Thrift Supervision

-

OTS

Mortgage-Backed Securities

-

MBS

Loan-To-Value Ratio

-

LTV

Institutional Shareholder Services

-

ISS

Compounded Annual Growth Rate

-

CAGR

Government Sponsored Enterprise

-

GSE

Employee Stock Ownership Plan

-

ESOP

Commercial Real Estate

-

CRE

Adjustable Rate Mortgage

-

ARM

38

Long Island’s Premier  Community Bank

www.astoriafederal.com