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 7, 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 September 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 December 31, 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 99.1 Slide 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 December 31, 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: November 7, 2008

-3-

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Slide presentation that Astoria Financial Corporation will make available to investors during the quarter ending December 31, 2008.

-4-

EX-99.1

Long Island’s Premier Community Bank

www.astoriafederal.com

Investor Presentation

Third Quarter Ended

September 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 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

$22.2 billion in assets

•$16.7 billion in loans

$13.1 billion in deposits

8.2% 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

15 years as a public company – enhancing shareholder value

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

* Source:  ISS as of September 1, 2008

3

•Operating income of $41.4 million, or $0.46 per share, up 24%
from 2Q08, 17% from 3Q07*

•Margin increased 25 basis points from 2Q08, 48 basis points
from 3Q07, to 2.06%

•Earning assets increased 7%, annualized

•Loan portfolio increased 13%, annualized

•1-4 Family loan portfolio increased 18%, annualized

3Q08 Highlights

*Operating income and operating EPS, representing net income and EPS determined in accordance with generally accepted accounting principles (“GAAP”)
excluding the effects of the after-tax, non-cash OTTI charge, provide a more meaningful comparison for effectively evaluating Astoria’s operating results.  For a
reconciliation of operating income and operating EPS to GAAP net income and EPS, please refer to the table on page 40.

5

(In Billions)

12/31/99  09/30/08

Loans

Securities

12/31/99  09/30/08

Deposits

Borrowings

vs.

Assets

Liabilities

12/31/99  09/30/08

12/31/99  09/30/08

vs.

Focus on Deposit & Loan Growth

(In Billions)

(In Billions)

7

Total Assets: $22,696,536

At December 31, 1999

Assets

Assets

Liabilities & Shareholders’ Equity

Liabilities & Shareholders’ Equity

Total Assets: $22,173,450

At September 30, 2008

Improving Balance Sheet Quality

($ in thousands)

($ in thousands)

8

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

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

Average loan amount for first nine months of 2008 production = $680,000

Average LTV on YTD 09/30/08 production = 58%

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

Multiple delivery channels provide flexibility & efficiency

Retail^**

Commissioned brokers covering 19 states^**

Third party originators – correspondents covering 20 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.  Includes Washington, D.C.

9

Geographic Composition of 1-4 Family Loan Portfolio

At September 30, 2008

Total 1-4 Family Loan Portfolio

$12.4 Billion

10

By Product Type

(In Billions)

$5.6B

$3.2B

$3.3B

$2.7B

$3.8B

1-4 Family Mortgage Loan Originations

11

$3.3B

Net portfolio growth:

($238.3) M

+$83.7 M

+$703.2 M

+$456.2 M

+$1.4 B

+$731.0 M

Weighted Avg. Portfolio

Coupon at Period End

5.26%

5.05%

5.19%

5.48%

5.70%

5.65%

Fewer participants

Tighter underwriting standards

Wider spreads

More volume

1-4 Family Mortgage Lending:

Positive Environment for Quality Portfolio Growth

12

• Limited credit risk

Conservative underwriting, top quality loans, low LTVs

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

Non-performing assets: $187 million or 0.84% of total assets

No geographic concentration of NPLs

Net charge-offs of $8.5 million in 3Q08, $16.6 million for nine-months 2008

•Top quality MBS portfolio

Primarily GSE, agency or ‘AAA’ rated

Asset Quality Focus

14

I

•One year gap:  -22.43%

$1.7 billion of CDs^* scheduled to mature over the next three months with a weighted average rate of 4.11%. CDs were issued or
repriced during the third quarter 2008 with a weighted average rate of
3.64%

•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

*    Excludes Liquid CDs

17

•$13.1 billion in deposits, 85 banking office network

Serving the Long Island market since 1888

•Low cost/stable source of funds – average cost: 2.84%^*

•$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 (82) – Nassau (28), Queens (17), Suffolk (25),
Brooklyn (12) – Average Deposits of $153 Million

Westchester Offices (3) – Average Deposits of $180 Million

•Alternative delivery channels

ATM’s, telephone and Internet banking

* For the quarter ended September 30, 2008

Leading Retail Banking Franchise

19

TOTAL 4 COUNTY POPULATION: 7,661,593

Source: SNL Financial LC (as of June 30, 2008)

Kings County (Brooklyn)

Population: 2,548,982

Median household income: $43,514

Deposits: $1.6 billion

Branches: 12

Market share: 5%

Rank: #2 thrift, #6 all banks

Queens County

Population: 2,279,742

Median household income: $57,409

Deposits: $3.1 billion

Branches: 17

Market share: 8%

Rank: #1 thrift, #4 all banks

Nassau County

Population: 1,334,459

Median household income: $100,150

Deposits: $5.1 billion

Branches: 28

Market share: 10%

Rank: #1 thrift, #4 all banks

Suffolk County

Population: 1,498,410

Median household income: $86,495

Deposits: $3.1 billion

Branches: 25

Market share: 9%

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

20

Brooklyn, Queens, Nassau and Suffolk

* Astoria’s deposits highlighted above are comprised of retail community deposits. Astoria does not solicit broker or municipal deposits. Reflects one branch closed in 3Q08

Source:  FDIC Summary of Deposits.  Data as of June 30, 2008.  Top 8 represents institutions with deposits exceeding $5 Billion.

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)

2007 & 2008 deposits have been adjusted to include the effect of merger and acquisition activity and pending transactions.

(2)   An increase of 51 branches to the Total Core Market during the 12 months ended June 30, 2008.

21

($ in millions)

June 08/07

Market

Deposits

Institution

Growth

(1)

Share

Per Branch

1

Chase

$

38,034

$

(1,892)

24.3

%

404

$94

2

Citibank

19,818

1,451

12.7

139

143

3

Capital One

18,875

(2,545)

12.1

202

93

4

ASTORIA*

12,802

(296)

8.2

82

156

5

HSBC

10,461

505

6.7

94

111

6

NY Community

10,069

(351)

6.4

129

78

7

TD Bank

7,233

1,197

4.6

60

121

8

Bank of America

5,360

110

3.4

122

44

     Total - Top 8

$

122,652

$

(1,821)

78.5

%

1,232

$100

     Total - Core Market

$

156,300

$

(11)

100.0

%

1,690

(2)

$92

Deposits

(1)

Branches

# of

Brooklyn, Queens, Nassau and Suffolk

Market Share Trend 1999 - 2008

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

22

* Astoria’s deposits highlighted above are comprised of retail community deposits. Astoria does not solicit broker or municipal deposits. Reflects one branch closed in 3Q08

Source:  FDIC Summary of Deposits.  Data as of June 30, 2008.  Top 8 represents institutions with deposits exceeding $5 Billion.

($ in millions)

June 2008

June 99-08

Market

Market Share

Change in #

Institution

Deposits

$

Growth

%

Share

Gain/(Loss)

of Branches

1

TD Bank

$

7,233

$

7,233

100.0

%

4.6

%

4.6

%

60

2

Citibank

19,818

5,977

43.2

12.7

0.2

(18)

3

ASTORIA*

12,802

3,608

39.2

8.2

(0.1)

(2)

4

NY Community

10,069

2,026

25.2

6.4

(0.8)

29

5

Chase

38,034

9,914

35.3

24.3

(0.9)

46

6

HSBC

10,461

1,930

22.6

6.7

(1.0)

(6)

7

Capital One

18,875

1,498

8.6

12.1

(3.5)

7

8

Bank of America

5,360

(2,578)

(32.5)

3.4

(3.7)

(2)

     Total - Top 8

$

122,652

$

29,608

31.8

%

78.5

%

(5.1)

%

+ 114

     Total - Core Market

$

156,300

$

44,957

40.4

%

100.0

%

+ 306

* 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 September 30, 2008

Total - $13.1 Billion

*Retail CDs: $8.5B

  Rate: 3.92%

Money Market: $0.3B

Rate: 1.06%

Savings: $1.8B

Rate: 0.40%

*Liquid CDs: $1.1B

  Rate: 2.47%

Now/Demand: $1.4B

Rate: 0.06%

Core Community Deposits

23

*Most recent data available for All US Thrifts and NY Thrifts is for the quarter ended June 30, 2008.  AF is annualized for the nine months
ended September 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⁾

24

We expect the net interest margin will continue to increase in the fourth quarter
along with modest earning asset growth. We expect our non-performing assets
and loan delinquencies will increase somewhat in the 2008 fourth quarter, but
should remain at manageable levels.

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

25

www.astoriafederal.com

Addendum

Long Island’s Premier Community Bank

27

Dividend Growth

CAGR = 23%

*  4Q08 annualized; 5.66% yield, as of November 5, 2008

28

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

29

$2,548

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

0.8M

93.1M*

Average Price:

$12.85

$16.31

$12.48

$10.81

$18.70

$19.32

$18.42

$24.82

$27.49

$29.92

$26.64

$23.96

$19.31

At September 30, 2008

Shares Outstanding: 95,829,245

Ownership Profile

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

32

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

33

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

34

•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

35

By Delivery Channel

(In Billions)

$5.6B

$3.2B

$3.3B

$2.7B

$3.8B

1-4 Family Mortgage Loan Originations

$3.3B

36

Geographic Composition of 1-4 Family Originations

Total 1-4 Family Loan Originations

$3.3 Billion

For the nine months ended September 30, 2008

37

Long Island Savings Bank Claim

–On October 6, 2008, the U.S. Supreme Court declined to
consider reinstating a $436 million award to Astoria Financial
Corporation stemming from Government assisted acquisitions
in the early 1980’s.  No portion of the $436 million award was
recognized in our consolidated financial statements.

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
appealed such action.

Goodwill Claims - Update

39

⁽¹⁾

-

-

-

-

-

Initial Public Offering

-

IPO

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

41

Long Island’s Premier Community Bank

www.astoriafederal.com

42