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 13, 2008

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, 2008, 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, 2008. 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, 2008.

-2-

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 13, 2008

-3-

EXHIBIT INDEX

Exhibit

Number Description

99.1        Slide presentation that Astoria Financial Corporation will make available to investors during the quarter ending September 30, 2008.

-4-

EX-99.1

Long Island’s Premier Community Bank

www.astoriafederal.com

Investor Presentation

Second Quarter Ended

June 30, 2008

1

Forward Looking Statement

This presentation may contain a number of forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended.  Forward-looking statements 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 date of this document.

2

NYSE:  AF

Corporate Profile

$21.6 billion in assets

•$16.2 billion in loans

$13.1 billion in deposits

8.4% deposit market share in Long Island market

–  Largest thrift depository

Insider & ESOP stock ownership: 22%

Corporate Governance: AF outperformed 95% of all banks in
the S&P Banks industry group ^*

Solid and seasoned management team

14+ years as a public company – enhancing shareholder value

All figures in this presentation are as of June 30, 2008, except as noted.

* Source: Institutional Shareholder Services (ISS) as of June 1, 2008

3

Dividend Growth

CAGR = 23%

*  3Q08 annualized; 4.65% yield, as of July 31, 2008

4

Cumulative Cash Returned to Shareholders

(In Millions)

$110

$159

$368

$846

$1,121

$501

Over $2.5 billion returned to shareholders in the past 11+ years

$1,382

$1,679

$1,941

$2,284

$2,460

* Amount does not cross foot due to rounding

5

$2,521

Shares

TOTAL

Repurchased:

6.7M

1.0M

12.8M

7.8M

15.5M

10.9M

10.6M

9.1M

6.6M

8.4M

3.0M

0.6M

92.9M*

Average Price:

$12.85

$16.31

$12.48

$10.81

$18.70

$19.32

$18.42

$24.82

$27.49

$29.92

$26.64

$24.74

$19.31

Stock Performance - Comparative Total Return

Comparative returns from November 30, 1993 – June 30, 2008   (IPO 11/18/93)

AF CAGR = 13%

6

EFFICIENCY

MORTGAGE LENDING

• Portfolio lender,

• 1-4 Family, Multi-Family and

  Commercial R.E. expertise

• Solid asset quality

RETAIL BANKING

• Premier community bank on

               Long Island

•Dominant deposit market share

•#1 thrift depository in core market

Formula for Enhancing Shareholder Value

NOT A MTGE. BANKER

7

(In Billions)

12/31/99  06/30/08

Loans

Securities

12/31/99  06/30/08

Deposits

Borrowings

vs.

Assets

Liabilities

12/31/99  06/30/08

12/31/99  06/30/08

vs.

Focus on Deposit & Loan Growth

(In Billions)

(In Billions)

8

Total Assets: $22,696,536

At December 31, 1999

Assets

Assets

Liabilities & Shareholders’ Equity

Liabilities & Shareholders’ Equity

Total Assets: $21,620,071

At June 30, 2008

Improving Balance Sheet Quality

($ in thousands)

($ in thousands)

9

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

No sub-prime, negative amortization or payment option ARM lending

No payment sticker shock – our ARMs re-pricing in 2008 will reset at either 275bp over one year
CMT or 250bp over one year LIBOR, which in either case would result in a new rate about the
same as their current rate

Average loan amount for first six months of 2008 production = $690,000

Average LTV on 1H08 production = 57%

Average LTV on total 1-4 family loan portfolio = < 64%^*

Multiple delivery channels provide flexibility & efficiency

Retail^**

Commissioned brokers covering 22 states^**

Third party originators – correspondents covering 29 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

*  Based on current principal balances and original appraised values.

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

10

Geographic Composition of 1-4 Family Loan Portfolio

At June 30, 2008

Total 1-4 Family Loan Portfolio

$11.8 Billion

11

By Product Type

(In Billions)

$5.6B

$3.2B

$3.3B

$2.7B

$3.8B

1-4 Family Mortgage Loan Originations

12

$2.2B

Net portfolio growth:

($238.3) M

+$83.7 M

+$703.2 M

+$456.2 M

+$1.4 B

+$197.7 M

Weighted Avg. Portfolio

Coupon at Period End

5.26%

5.05%

5.19%

5.48%

5.70%

5.64%

Fewer participants

Tighter underwriting standards

Wider spreads

More volume

1-4 Family Mortgage Lending:

Positive Environment for Quality Portfolio Growth

13

Solid Multifamily/CRE portfolio

$3.8 billion in portfolio

Weighted Average Coupon at June 30, 2008:  5.89%

Conservative underwriting

–Six-month 2008 production (all NY Metro)

Weighted average LTV = 62% at origination

Average loan amount = $1.8 million

–Total portfolio

Weighted average LTV < 63%*

Average loan < $1 million

Approximately 75% of multifamily portfolio is subject

to rent control or rent stabilization

Multifamily/Commercial Real Estate Lending

* Based on current principal balances and original appraised values.

14

•Limited credit risk

Conservative underwriting, top quality loans, low LTVs

No sub-prime, negative amortization or payment option ARM lending

Non-performing assets: $147 million or 0.68% of total assets

No geographic concentration of NPLs

Net charge-offs of $5.2 million in 2Q08, $8.1 million for 1H08

•Top quality MBS portfolio

Primarily GSE, agency or ‘AAA’ rated

Asset Quality Focus

15

Geographic Composition of 1- 4 Family NPLs

16

(1)

Includes New York, New Jersey and Connecticut.

(2)

Includes 29 states

At June 30, 2008

($ in millions)

Total

% of

Total

% of

1-4 Family

1-4 Family

Non-Performing

1-4 Family

1-4 Family

Non-Performing

Non-Performing

Loans as a %

State

Loans

Loans

Loans

Loans

of State Totals

New York Metro

(1)

$

4,947.8

42

%

$33.3

33

%

0.67

%

California

1,420.8

12

8.9

9

0.63

Illinois

1,248.2

11

10.3

10

0.83

Virginia

955.3

8

13.4

13

1.40

Maryland

859.4

7

13.2

13

1.54

Massachusetts

798.9

7

4.7

5

0.59

Florida

333.9

3

8.5

8

2.55

Washington

208.7

2

-

-

-  

Georgia

170.1

1

0.6

1

0.35

Washington D.C.

129.4

1

2.5

2

1.93

Pennsylvania

129.3

1

1.5

2

1.16

All other states

(2)

624.2

5

4.1

4

0.66

TOTAL

$

11,826.0

100

%

$101.0

100

%

0.85

%

Source:  MBA National Delinquency Survey.

1-4 Family Delinquency Ratios: AF vs. MBA

Outsourced

Mtge. Servicing

12/31/05

LI Savings Bank

Acquisition

09/30/98

17

•One year gap:  -20%

Liabilities maturing over the next six months^*:

•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

Medium- to long-term CDs

Borrowings – as needed

Interest Rate Risk Management

TOTAL

NEXT 6 MONTHS

4.46%

4.29%

4.95%

$5,026 M

$3,726 M

$1,320 M

4.63%

4.33%

5.27%

WAR**

4.18%

$1,837 M

$3,209 M

TOTAL

4.25%

$1,537 M

$2,189 M

CDs

3.85%

$   300 M

$1,020 M

Borrowings

WAR

4Q08

3Q08

*    Excludes Liquid CDs, overnight and other short-term borrowings

**   Weighted Average Rate

18

Acquisition with organic growth vs. de-novo branching

Differentiation from competition

–Maintain pricing discipline

–Pro-active sales culture – PEAK Process

–Focus on customer service – High customer satisfaction

–Community involvement – Support over 600 local

organizations and not-for-profit agencies in our markets

Astoria Federal is an integral part of the fabric of the communities we serve

Retail Banking Philosophy

19

•$13.1 billion in deposits, 86 banking office network^*

Serving the Long Island market since 1888

•Low cost/stable source of funds – average cost: 3.01%^**

•$12.2 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 $151 Million

Westchester Offices (3) – Average Deposits of $178 Million

•Alternative delivery channels

ATM’s, telephone and Internet banking

*   Includes one Nassau County branch closed during the third quarter 2008; deposits transferred to nearby branch

** For the quarter ended June 30, 2008

Leading Retail Banking Franchise

20

TOTAL 4 COUNTY POPULATION: 7,670,370

Source: SNL Financial LC (as of June 30, 2007)

Kings County (Brooklyn)

Population: 2,547,018

Median household income: $42,491

Deposits: $1.6 billion

Branches: 12

Market share: 5%

Rank: #3 thrift, #7 all banks

Queens County

Population: 2,279,689

Median household income: $55,921

Deposits: $3.2 billion

Branches: 17

Market share: 8%

Rank: #1 thrift, #4 all banks

Nassau County

Population: 1,337,642

Median household income: $95,477

Deposits: $5.1 billion

Branches: 29

Market share: 10%

Rank: #1 thrift, #4 all banks

Suffolk County

Population: 1,506,021

Median household income: $83,592

Deposits: $3.2 billion

Branches: 25

Market share: 10%

Rank: #1 thrift, #3 all banks

Long Island Powerhouse

Well Positioned in Key Markets

Overall LI Deposit Share Ranking:  

#1- all thrifts,  #4- all banks

21

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, 2007.

The combined population of these four counties (7.7 million) exceeds the population of 38 individual U.S. states

Strong Position in Core Market

(1)

2006 & 2007 deposits have been adjusted to include the effect of merger and acquisition activity and pending transactions.

(2)

An increase of 65 branches to the Total Core Market during the 12 months ended June 30, 2007.

22

($ in millions)

Average

June 07/06

Market

Deposits

Institution

Growth

(1)

Share

Per Branch

1

Chase

$

28,583

$

(43)

18.3

%

276

$104

2

Capital One

21,420

(1,346)

13.7

202

106

3

Citibank

18,367

1,473

11.8

136

135

4

ASTORIA*

13,098

312

8.4

83

158

5

Washington Mutual

11,343

373

7.3

136

83

6

NY Community

10,420

(490)

6.7

128

81

7

HSBC

9,956

91

6.4

93

107

8

TD Commerce

6,036

1,079

3.9

57

106

9

Bank of America

5,250

213

3.4

117

45

10

Sovereign

3,510

(1,668)

2.3

36

98

     Total - Top 10

$

127,983

$

(6)

81.9

%

1,264

$101

     Total - Core Market

$

156,311

$

3,052

100.0

%

1,639

(2)

$95

Deposits

(1)

Branches

# of

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, 2007.

Market Share Trend 1999 - 2007

Note: Data adjusted to include the effect of merger and acquisition activity.

23

($ in millions)

June 07

June 99-07

June 99-07

June 2007

June 99-07

Market

Market Share

Change in #

Institution

Deposits

$

Growth

%

Share

Gain/(Loss)

of Branches

1

TD Commerce

$

6,036

$

6,036

100.0

%

3.9

%

3.9

%

57

2

Chase

28,583

9,653

51.0

18.3

1.3

(4)

3

ASTORIA*

13,098

3,904

42.5

8.4

0.1

(1)

4

NY Community

10,420

2,377

29.6

6.7

(0.5)

28

5

Citibank

18,367

4,526

32.7

11.8

(0.6)

(21)

6

Sovereign

3,510

335

10.6

2.3

(0.6)

7

7

Washington Mutual

11,343

2,153

23.4

7.3

(1.0)

58

8

HSBC

9,956

1,425

16.7

6.4

(1.3)

(7)

9

Capital One

21,420

4,043

23.3

13.7

(1.9)

7

10

Bank of America

5,250

(2,688)

(33.9)

3.4

(3.7)

(7)

     Total - Top 10

$

127,983

$

31,764

33.0

%

81.9

%

(4.5)

%

+ 117

     Total - Core Market

$

156,311

$

44,968

40.4

%

100.0

%

+ 255

* Note:59% of the households that have a retail CD or Liquid CD account also have a low
cost checking, savings or money market account relationship.

  At June 30, 2008

Total - $13.1 Billion

*Retail CDs: $8.2B

  Rate: 4.10%

Money Market: $0.3B

Rate: 1.02%

Savings: $1.9B

Rate: 0.40%

*Liquid CDs: $1.2B

  Rate: 2.47%

Now/Demand: $1.5B

Rate: 0.06%

Core Community Deposits

24

*Most recent data available for All US Thrifts and NY Thrifts is for the quarter ended March 31, 2008.  AF is annualized for the six months
ended June 30, 2008.  

Source: SNL Financial – Median Ratios

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

Low Expense Ratio⁽¹⁾

25

We continue to anticipate a positively sloped yield curve
throughout the year, providing opportunities for significant earnings
growth and continued expansion of our net interest margin.

Strategies

•Remain focused

Grow loans, deposits and earning assets

Capitalize on mortgage banking dislocation

Maintain conservative underwriting standards

Maintain pricing discipline

Use low-cost long-term borrowings opportunistically

•Maintain superior operating efficiency

•   Tangible capital level target: between 4.50% and 4.75%

Objective:  Produce solid returns

Outlook for Remainder of 2008

26

Strong balance sheet – strong asset quality

Significant earnings and NIM growth expected in 2008

Attractive banking franchise

Dominant deposit market share in core market

Superior operating efficiency

Well capitalized

Proactive Capital Management

Stock repurchase program in place

23% compounded annual growth in dividend^*

Over $2.5 billion returned to shareholders in the past 11+ years

*  CAGR from 1995, commencement of quarterly dividend, to 3Q08 annualized

Investment Merits

27

www.astoriafederal.com

Addendum

Long Island’s Premier Community Bank

28

At June 30, 2008

Shares Outstanding: 95,935,535

Ownership Profile

29

36

67

Support Services

Arnold K. Greenberg

Executive Vice President

28

54

Legal

Alan P. Eggleston

EVP, Secretary & General Counsel

31

55

Mortgage Lending

Gary T. McCann

Executive Vice President

37

61

Retail Banking

Gerard C. Keegan

Vice Chairman & CAO

18

45

Chief Financial Officer

Frank E. Fusco

EVP, Treasurer & CFO

34

57

Chief Operating Officer

Monte N. Redman

President & COO

37

69

Chief Executive Officer

George L. Engelke, Jr.

Chairman & CEO

Yrs. in
Banking

Age

Responsibility

Solid and Seasoned Management Team

30

(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)

Acquisition History

31

Performance based on Enthusiasm, A ctions and Knowledge

“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

Sales – PEAK Process

32

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

33

•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

Over 600 community-based organizations and not-for-profit agencies
supported in our markets

•Results/Recognition

Six consecutive “Outstanding” Community Reinvestment Act ratings by OTS

Astoria Federal is an integral part of the fabric of the communities we serve

Community Involvement

Key Initiatives

34

By Delivery Channel

(In Billions)

$5.6B

$3.2B

$3.3B

$2.7B

$3.8B

1-4 Family Mortgage Loan Originations

$2.2B

35

Geographic Composition of 1-4 Family Originations

Total 1-4 Family Loan Originations

$2.2 Billion

For the six months ended June 30, 2008

36

At June 30, 2008

Total Multifamily/CRE Portfolio

$3.8 Billion

New York,

New Jersey,

Connecticut

93%

Geographic Composition of Multifamily/CRE Portfolio Loans

37

Long Island Savings Bank Claim

–On December 28, 2007, the U.S. Court of Appeal for the Federal
Circuit denied both Astoria’s petition for a panel rehearing and a
rehearing en banc and upheld the Court’s most recent opinion which
reversed Astoria’s award of $435.8 million. We have filed a petition
for a Writ of Certiorari with the Supreme Court of the United States.

Fidelity NY Claim

–On January 8, 2008, the U.S. Court of Federal Claims awarded
Astoria $16.0 million in damages. The U.S. government has filed a
Notice of Appeal in such action.

Goodwill Claims - Update

38

Non-Performing Asset

-

NPA

Non-Performing Loan

-

NPL

Mortgage Bankers Association

-

MBA

Office of Thrift Supervision

-

OTS

Mortgage-Backed Securities

Net interest margin

-

-

MBS

NIM

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

Glossary

39

Long Island’s Premier Community Bank

www.astoriafederal.com

40