SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CONNORS DENIS J

(Last)

(First)

(Middle)

ONE ASTORIA FEDERAL PLAZA

(Street)

LAKE SUCCESS

11042

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ASTORIA FINANCIAL CORP [ AF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/04/2003		M		34,000	A	$6.25	80,000	I⁽²⁾	Kilarney Capital
Common Stock								101,086.43	D⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Statutory Stock Option⁽³⁾	$6.25	08/04/2003		M			34,000	01/15/1997	11/18/2003	Common Stock	34,000	$0	0	I⁽²⁾	Kilarney Capital
Non-Statutory Stock Option⁽⁴⁾	$13.0938							05/15/1996	05/14/2006	Common Stock	4,000		4,000	D
Non-Statutory Stock Option⁽⁴⁾	$18.375							01/15/1997	01/14/2007	Common Stock	4,000		4,000	D
Non-Statutory Stock Option⁽⁴⁾	$25.4375							01/15/1998	01/14/2008	Common Stock	4,000		4,000	D
Non-Statutory Stock Option⁽⁴⁾	$24.625							01/15/1999	01/14/2009	Common Stock	4,000		4,000	D
Non-Statutory Stock Option⁽⁵⁾	$13.9375							01/18/2000	01/17/2010	Common Stock	4,000		4,000	D
Non-Statutory Stock Option⁽⁵⁾	$24.4062							01/16/2001	01/15/2011	Common Stock	4,000		4,000	D
Non-Statutory Stock Option⁽⁵⁾	$27.82							01/15/2002	01/14/2012	Common Stock	4,000		4,000	D
Non-Statutory Stock Option⁽⁵⁾	$27.29							01/15/2003	01/14/2013	Common Stock	4,000		4,000	D

Explanation of Responses:

1. Includes shares acquired pursuant to the Astoria Financial Corporation Automatic Dividend Reinvestment and Stock Purchase Plan which are exempt from the operation of Section 16 of the Securities Exchance Act of 1934.

2. Shares are held by Kilarney Capital, LP a limited partnership, the general partner of which is a corporation wholly owned by Mr. Connors and his spouse.

3. Options have been granted pursuant to the Astoria Financial Corporation Stock Option Plan for Outside Directors and became fully exercisable on January 15, 1997.

4. Options have been granted pursuant to the 1996 Stock Option Plan for Outside Directors of Astoria Financial Corporation, or the 1996 Plan.

5. Options have been granted pursuant to the 1999 Stock Option Plan for Outside Directors of Astoria Financial Corporation, or the 1999 Plan.

	Denis J. Connors by Alan P. Eggleston, attorney-in-fact	08/05/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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