SEC FORM 4/A

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^*

DRENNAN THOMAS W

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/27/2003

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	10/24/2003		S		1,500	D	$33.8053	97,508.28	D⁽⁹⁾
Common Stock	10/24/2003		S		4,500	D	$33.8	93,008.28	D⁽⁹⁾
Common Stock	10/24/2003		S		2,000	D	$33.86	91,008.28	D⁽⁹⁾
Common Stock	10/24/2003		S		2,000	D	$33.863	89,008.28	D⁽⁹⁾
Common Stock	10/24/2003		S		1,500	D	$33.87	87,508.28	D⁽⁹⁾
Common Stock	10/24/2003		S		1,500	D	$33.88	86,008.28	D⁽⁹⁾
Common Stock	10/24/2003		S		1,500	D	$33.8207	84,508.28	D⁽⁹⁾
Common Stock	10/24/2003		S		2,000	D	$33.83	82,508.28	D⁽⁹⁾
Common Stock	10/24/2003		S		2,000	D	$33.803	80,508.28	D⁽⁹⁾
Common Stock								18,177.61	D⁽¹⁾⁽²⁾
Common Stock								1	D⁽⁹⁾
Common Stock								40,000	I⁽³⁾	Spouse
Common Stock								2,743.22	I⁽¹⁾⁽⁴⁾	Spouse's IRA
Common Stock								21,571.51	I⁽⁵⁾	ESOP
Common Stock								22,654.12	I⁽⁶⁾	401(k) Plan

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⁽⁷⁾	$18							08/19/1998	12/17/2006	Common Stock	20,000		20,000	D
Non-Statutory Stock Option⁽⁷⁾	$29.0625							08/19/1998	12/16/2007	Common Stock	35,000		35,000	D
Non-Statutory Stock Option⁽⁷⁾	$22.5312							01/10/2002	12/15/2008	Common Stock	43,562		43,562	D
Non-Statutory Stock Option⁽⁸⁾	$14.9375							01/10/2003	12/14/2009	Common Stock	53,306		53,306	D
Incentive Stock Option⁽⁸⁾	$24.8438							01/10/2004	12/19/2010	Common Stock	4,024		4,024	D
Non-Statutory Stock Option⁽⁸⁾	$24.8438							01/10/2004	12/19/2010	Common Stock	75,976		75,976	D
Incentive Stock Option⁽⁸⁾	$25.25							01/10/2005	12/18/2011	Common Stock	3,960		3,960	D
Non-Statutory Stock Option⁽⁸⁾	$25.25							01/10/2005	12/18/2011	Common Stock	67,040		67,040	D
Incentive Stock Option⁽⁸⁾	$27							01/10/2006	12/17/2012	Common Stock	3,703		3,703	D
Non-Statutory Stock Option⁽⁸⁾	$27							01/10/2006	12/17/2012	Common Stock	89,297		89,297	D

Explanation of Responses:

1. Includes shares acquired pursuant to the Astoria Financial Corporation Automatic Dividend Reinvestment Stock Purchase Plan which are exempt from the operation of Section 16 of the Securities Exchange Act of 1934 and are beneficially owned directly by Mr. Drennan.

2. Shares are held in Mr. Drennan's Dean Witter Individual Retirement Account.

3. Shares are held by Mr. Drennan's spouse.

4. Shares are held in the Dean Witter Individual Retirement Account of Mr.Drennan's spouse.

5. Represents shares allocated to Mr. Drennan's account under the Astoria Federal Savings and Loan Association Employee Stock Ownership Plan ("ESOP") as of March 26, 2003 and held in the ESOP Trust.

6. Represents shares held in the Employer Stock Fund of the Astoria Incentive Savings Plan ("401(k) Plan") for the account of Mr. Drennan as of September 5, 2003. Shares are held in the 401(k) Plan Trust.

7. The Options were granted pursuant to the 1996 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1996 Plan.

8. The Options were granted pursuant to the 1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1999 Plan.

9. On original form 4 filed on 10/27/03, footnote 1 was erroneoulsy indicated. No footnote should have been indicated.

Remarks:

This amendement is to correct a clerical recording error and does not affect the number of securities benefically owned (directly or indirectly) or disposed of by the individual. The error that was corrected has been notated in Footnote 9.

	Thomas W. Drennan	11/13/2003
	** 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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