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): March 2, 2009

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):

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

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

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

r 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 December 31, 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 March 31, 2009.  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 March 31, 2009.

-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:   March 2, 2009

-3-

EXHIBIT INDEX

Exhibit Number	Description
99.1	Slide presentation that Astoria Financial Corporation will make available to investors during the quarter ending March 31, 2009.

-4-

EX-99.1

Long Island’s Premier Community Bank

www.astoriafederal.com

Keefe, Bruyette & Woods

2009 Regional Bank Conference

March 4, 2009

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

$22.0 billion in assets

$16.7 billion in loans

$13.5 billion in deposits

8.0% deposit market share in Long Island market

–  Largest thrift depository

Insider & ESOP stock ownership: 22%

Well capitalized

– Bank regulatory capital target > 6%

Core and tangible capital:  6.39%

Risk-based capital:  12.02%

All figures in this presentation are as of December 31, 2008, except as noted.

3

1-4 Family loan portfolio increased $721.3 million, or 6.2%, from December 31,
2007, to $12.3 billion, with a weighted average rate of 5.65% at December 31,
2008

Deposits increased $430.5 million; weighted average rate of deposits declined 70
bp from December 31, 2007, to 2.78% at December 31, 2008

Net interest income increased $61.9 million, or 18.5%, from 2007, to $395.4 million
for 2008

Net interest margin increased 29 basis points from 2007 to 1.91% for 2008

4Q08 margin increased 61 basis points from 4Q07 to 2.18%

Provision for loan losses increased $66.5 million from 2007 to $69.0 million
for 2008

Operating income of $125.8 million compared to $138.1 million for 2007*

2008 Financial Highlights

*   Included in the year ended December 31, 2008, is an OTTI, after-tax, non-cash charge totaling $50.5 million, or $0.56 per diluted share, relating to Freddie Mac preferred stock.  Included in the year
ended December 31, 2007 is an OTTI, after-tax, non-cash charge totaling $13.3 million, or $0.14 per diluted share, relating to Freddie Mac preferred stock.  For a reconciliation of operating income
and operating EPS to GAAP net income and EPS, please refer to the tables on page 35.

4

EFFICIENCY

MORTGAGE LENDING

• Portfolio lender,

• 1-4 Family, Multi-Family and CRE

   expertise

• Solid asset quality

RETAIL BANKING

• Premier community bank on

               Long Island

•Dominant deposit market share

•#1 thrift depository in core market

Same Simple Business Model

NOT A MTGE. BANKER

5

Total Assets: $22,696,536

At December 31, 1999

Assets

Assets

Liabilities & Shareholders’ Equity

Liabilities & Shareholders’ Equity

Total Assets: $21,982,111

At December 31, 2008

Improving Balance Sheet Quality

($ in thousands)

($ in thousands)

6

*Most recent data available for All US Thrifts and NY Thrifts is for the quarter ended September 30, 2008.  AF data is for the twelve months
ended December 31, 2008.  

Source: SNL Financial – Median Ratios

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

Low Expense Ratio⁽¹⁾

7

Fewer participants

Tighter underwriting standards

Wider spreads

More volume

1-4 Family Mortgage Lending:

Positive Environment for Quality Portfolio Growth

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 2008 production = $675,000

Average LTV on 2008 production = 57% at origination

Average LTV on total 1-4 family loan portfolio < 63%^*

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

By Product Type

(In Billions)

$3.2 B

$3.3 B

$2.7 B

$3.8 B

1-4 Family Mortgage Loan Originations

10

$3.8 B

Net portfolio growth:

+$83.7 M

+$703.2 M

+$456.2 M

+$1.4 B

+$721.3 M

Weighted Avg. Portfolio

Coupon at Period End

5.05%

5.19%

5.48%

5.70%

5.65%

Solid Multi-family/CRE portfolio

$3.9 billion in portfolio

–Weighted Average Coupon at December 31, 2008:  5.98%

Conservative underwriting

–2008 production – $514.2 million

Weighted average LTV = 56% at origination

Average loan amount = $2.0 million

– Total portfolio

Weighted average LTV < 62%*

Average loan < $1 million

Approximately 70% of multi-family portfolio is subject

to rent control or rent stabilization

Multi-family/Commercial Real Estate Lending

* Based on current principal balances and original appraised values.

11

•Limited credit risk

Conservative underwriting, top quality loans, low LTVs

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

Non-performing assets: $264 million or 1.20% of total assets

No geographic concentration of NPLs

Net charge-offs 18 basis points in 2008

• Top quality MBS portfolio

95% GSE/agency, balance ‘AAA’ rated

CMOs, seasoned collateral, well structured with minimal extension

risk

Average life 1.8 years

Asset Quality Focus

12

Asset Quality

13

(1)

Includes construction loans of $56.8 million, $7.8 million non-performing, consumer loans of $335.4 million, $2.2 million non-performing.

(2)

Includes $117.8 million of net unamortized premiums and deferred loan costs.

($ in millions)

At or For the Twelve Months Ended December 31, 2008

Multi-family/

CRE

Loan portfolio balance

$

12,349.6

$

3,852.8

$

392.2

(1)

$

16,712.4

(2)

Non-performing loans

$

177.5

$

51.1

$

10.0

$

238.6

% of total loans

1.06

%

0.31

%

0.06

%

1.43

%

Net charge-offs

$

17.1

$

9.4

$

2.4

$

28.9

Net charge-offs to avg. loans

11

bp

6

bp

1

bp

18

bp

Other

1-4

Family

Total

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

14

Geographic Composition of 1- 4 Family NPLs

15

(1)  Includes 27 states

At December 31, 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/DC

Loans

Loans

Loans

Loans

of State Totals

New York

$

2,893.5

23

%

$16.9

10

%

0.58

%

California

1,366.2

11

28.3

16

2.07

Illinois

1,305.7

11

21.8

12

1.67

Connecticut

1,303.7

11

12.6

7

0.97

New Jersey

1,037.9

8

20.7

12

1.99

Virginia

942.9

8

17.9

10

1.90

Maryland

879.1

7

21.2

12

2.41

Massachusetts

839.1

7

7.5

4

0.89

Florida

315.1

3

15.3

9

4.86

Washington

291.1

2

0.0

0

0.00

Georgia

162.0

1

2.5

1

1.54

Pennsylvania

131.4

1

1.7

1

1.29

Washington, D.C.

129.7

1

2.5

1

1.93

North Carolina

125.5

1

1.1

1

0.88

All other states

(1)

626.7

5

7.5

4

1.20

TOTAL

$

12,349.6

100

%

$177.5

100

%

1.44

%

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 575 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

16

•$13.5 billion in deposits, 85 banking office network

Serving the Long Island market since 1888

•Low cost/stable source of funds – average cost: 2.82%^*

•$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 (82) – Nassau (28), Queens (17), Suffolk (25),
Brooklyn (12) – Average Deposits of $157 Million

Westchester Offices (3) – Average Deposits of $194 Million

•Alternative delivery channels

ATM’s, telephone and Internet banking

* For the quarter ended December 31, 2008

Leading Retail Banking Franchise

17

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: 8%

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

18

Brooklyn, Queens, Nassau and Suffolk

Market Share Trend 1999 - 2008

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

* 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 08

June 99-08

June 99-08

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

%

4.5

%

4.5

%

60

2

Citibank

19,818

5,977

43.2

12.4

(0.1)

(18)

3

ASTORIA*

12,802

3,608

39.2

8.0

(0.3)

(2)

4

NY Community

10,069

2,026

25.2

6.3

(0.9)

29

5

HSBC

10,461

1,930

22.6

6.5

(1.1)

(6)

6

Capital One

22,800

5,423

31.2

14.2

(1.4)

7

7

Chase

38,034

9,914

35.3

23.7

(1.5)

46

8

Bank of America

5,360

(2,578)

(32.5)

3.3

(3.8)

(2)

     Total - Top 8

$

126,577

$

33,533

36.0

%

79.0

%

(4.6)

%

+ 114

     Total - Core Market

$

160,225

$

48,882

43.9

%

100.0

%

+ 306

19

* 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 December 31, 2008

Total - $13.5 Billion

*Retail CDs: $8.9B

  Rate: 3.83%

Money Market: $0.3B

Rate: 1.03%

Savings: $1.8B

Rate: 0.40%

*Liquid CDs: $1.0B

  Rate: 2.32%

Now/Demand: $1.5B

Rate: 0.06%

Core Community Deposits

20

• Loan and deposit growth

•Modest margin expansion

•Increased FDIC premium and pension expense

• Reduced FHLB dividends

•Internal tangible capital generation

•Maintain bank regulatory capital > 6% well-capitalized

Core and tangible capital: 6.39% at December 31, 2008

Risk-based capital: 12.02% at December 31, 2008

Outlook for 2009

21

www.astoriafederal.com

Addendum

Long Island’s Premier Community Bank

22

At December 31, 2008

Shares Outstanding: 95,881,132

Ownership Profile

23

37

68

Support Services

Arnold K. Greenberg

Executive Vice President

29

55

Legal

Alan P. Eggleston

EVP, Secretary & General Counsel

32

55

Mortgage Lending

Gary T. McCann

Executive Vice President

38

62

Retail Banking

Gerard C. Keegan

Vice Chairman & CAO

19

45

Chief Financial Officer

Frank E. Fusco

EVP, Treasurer & CFO

34

58

Chief Operating Officer

Monte N. Redman

President & COO

37

70

Chief Executive Officer

George L. Engelke, Jr.

Chairman & CEO

Yrs. in
Banking

Age

Responsibility

Solid and Seasoned Management Team

24

6.39%

6.39%

Bank Regulatory Capital^*

12.02%

*   Astoria Federal Savings

25

Total 1-4 Family Loan Originations

$3.8 Billion

Average LTV: 57%

Geographic Composition of 1-4 Family Originations

For the twelve months ended December 31, 2008

For the quarter ended December 31, 2008

Total 1-4 Family Loan Originations

$449.9 Million

Average LTV: 57%

26

By Delivery Channel

(In Billions)

$3.2B

$3.3B

$2.7B

1-4 Family Mortgage Loan Originations

$3.8B

$3.8B

27

Geographic Composition of 1-4 Family Loan Portfolio

At December 31, 2008

Total 1-4 Family Loan Portfolio

$12.3 Billion

28

At December 31, 2008

Total Multifamily/CRE Portfolio

$3.9 Billion

New York,

New Jersey,

Connecticut

93%

Geographic Composition of Multi-family/CRE Portfolio Loans

29

Net Loan Charge-Offs by State

30

For the Year Ended December 31, 2008

($ in millions)

State/DC

1-4 Family

Multi-family/CRE

Other

Total

Virginia

$

5.2

$

0.0

$

0.0

$

5.2

California

4.6

0.0

0.0

4.6

Florida

1.7

1.4

1.3

4.4

New York

0.3

1.8

1.1

3.2

Tennessee

0.0

2.4

0.0

2.4

New Jersey

0.5

1.8

0.0

2.3

Connecticut

0.7

1.3

0.0

2.0

Maryland

1.5

0.0

0.0

1.5

Illinois

0.5

0.7

0.0

1.2

Massachusetts

0.8

0.0

0.0

0.8

Georgia

0.5

0.0

0.0

0.5

Michigan

0.3

0.0

0.0

0.3

Washington, D.C.

0.3

0.0

0.0

0.3

Other

0.2

0.0

0.0

0.2

TOTAL

$

17.1

$

9.4

$

2.4

$

28.9

(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

•74% of Astoria customers are highly satisfied

•72% 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 –  87% 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 575 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

Reconciliation of GAAP Net Income to Non-GAAP Net Income⁽¹⁾

35

(In Thousands, Except Per Share Data)

(3)  Adjustments relate to the other-than-temporary write-down of securities charge and the related tax effects recorded in the 2007 fourth quarter.

       adjustment recorded in the 2008 fourth quarter as a result of tax changes due to the enactment of the Emergency Economic Stabilization Act in October 2008.

(2)  Adjustments relate to the other-than-temporary impairment write-down of securities charge and the related tax effects recorded in the 2008 third quarter and subsequent tax

(1)  Non-GAAP net income is also referred to as operating income and operating EPS throughout this presentation.

GAAP

GAAP

Net interest income

$395,384

$         -

$395,384

$333,528

$         -

$333,528

Provision for loan losses

69,000

-

69,000

2,500

-

2,500

Net interest income after provision for loan losses

326,384

-

326,384

331,028

-

331,028

Non-interest income

11,180

77,696

88,876

75,790

20,484

96,274

Non-interest expense

233,260

-

233,260

231,273

-

231,273

Income before income tax expense

104,304

77,696

182,000

175,545

20,484

196,029

Income tax expense

28,962

27,194

56,156

50,723

7,169

57,892

Net income

$  75,342

$50,502

$125,844

$124,822

$13,315

$138,137

Basic earnings per common share

$0.84

$0.56

$1.40

$1.38

$0.15

$1.53

Diluted earnings per common share

$0.83

$0.56

$1.39

$1.36

$0.14

$1.50

Non-GAAP (1)

Non-GAAP

net

income,

non-GAAP

earnings

per

share

and

non-GAAP

returns,

representing

net

income

and

earnings

per

share

determined

in

accordance

with

GAAP

excluding

the

effects

of

the

after-tax

charges

noted

below,

provide

a

meaningful

comparison

for

effectively

evaluating

Astoria's operating results.

Non-GAAP (1)

Adjustments (2)

For the Year Ended

For the Year Ended

December 31, 2008

December 31, 2007

Adjustments (3)

Mortgage Bankers Association

-

MBA

Mortgage-Backed Securities

-

MBS

Office of Thrift Supervision

-

OTS

Earnings Per Share

-

EPS

Federal Home Loan Bank

-

FHLB

Non-Performing Loan

-

NPL

Loan-To-Value Ratio

-

LTV

Other Than Temporary Impairment

-

OTTI

Government Sponsored Enterprise

-

GSE

Generally Accepted Accounting Principles

-

GAAP

Collateralized Mortgage Obligation

-

CMO

Employee Stock Ownership Plan

-

ESOP

Commercial Real Estate

-

CRE

Adjustable Rate Mortgage

-

ARM

Glossary

36

Long Island’s Premier Community Bank

www.astoriafederal.com

37