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 NY 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
Officer (give title below) X Other (specify below)
Former Officer-Retired11/30/03
3. Date of Earliest Transaction (Month/Day/Year)
01/27/2004
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)
Code V Amount (A) or (D) Price
Common Stock 01/27/2004 M 5,554 A $18 57,566.28 D
Common Stock 01/27/2004 M 35,000 A $29.0625 92,566.28 D
Common Stock 01/27/2004 M 53,306 A $14.9375 145,872.28 D
Common Stock 01/27/2004 F 15,630 D $38.9314 130,242.28 D
Common Stock 01/27/2004 S 26,000 D $39 104,242.28 D
Common Stock 01/27/2004 S 5,000 D $39.001 99,242.28 D
Common Stock 01/27/2004 S 2,000 D $39.01 97,242.28 D
Common Stock 01/27/2004 S 10,000 D $39.007 87,242.28 D
Common Stock 01/27/2004 S 6,000 D $39.02 81,242.28 D
Common Stock 01/27/2004 S 6,000 D $39.03 75,242.28 D
Common Stock 01/27/2004 S 8,000 D $39.04 67,242.28 D
Common Stock 01/27/2004 S 7,000 D $39.05 60,242.28 D
Common Stock 01/27/2004 S 5,000 D $39.1544 55,242.28 D
Common Stock 18,177.61 D(1)(2)
Common Stock 40,000 I(9) Spouse
Common Stock 2,743.22 I(3)(4) Spouse
Common Stock 21,571.51 I(5) ESOP
Common Stock 22,785.79 I(6) 401(k)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Statutory Stock Option(7) $18 01/27/2004 M 5,554 08/19/1998 11/29/2004 Common Stock 5,554 $0 0 D
Non-Statutory Stock Option(7) $29.0625 01/27/2004 M 35,000 08/19/1998 11/29/2004 Common Stock 35,000 $0 0 D
Non-Statutory Stock Option(8) $14.9375 01/27/2004 M 53,306 01/10/2003 11/29/2004 Common Stock 53,306 $0 0 D
Non-Statutory Stock Option(8) $24.8438 11/30/2003 11/29/2004 Common Stock 75,976 75,976 D
Non-Statutory Stock Option(8) $25.25 11/30/2003 11/29/2004 Common Stock 67,040 67,040 D
Non-Statutory Stock Option(8) $27 11/30/2003 11/29/2004 Common Stock 89,297 89,297 D
Explanation of Responses:
1. Includes shares acquired pursuant to the Astoria Financial Corporations Automatic Dividend Reinvestment Stock Purchase Plan which are exempt from the operation of Section 16 of the Securities and Exchange Act of 1934 and are beneficially owned by Mr. Drennan.
2. Shares are held in Mr. Drennan's IRA Account.
3. Includes shares acquired pursuant to the Astoria Financial Corporations Automatic Dividend Reinvestment Stock Purchase Plan which are exempt from the operation of Section 16 of the Securities and Exchange Act of 1934 and are beneficially owned indirectly by Mr. Drennan.
4. Shares are held in Mr. Drennan's Spouse's IRA.
5. Represents shares allocated to Mr. Drennan's account under the Astoria Federal Savings and Loan Associations 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 Federal Savings and Loan Associations Incentive Savings Plan ("401(k) Plan") as of November 30, 2003, shares are held in the 401(k) Trust.
7. The options were granted pursuant to the 1996 Stock Option Plan for Officer's and Employee's of Astoria Financial Corporation, or the 1996 Plan.
8. The options were granted pursuant to the 1999 Stock Option Plan for Officer's and Employee's of Astoria Financial Corporation, or the 1999 Plan.
9. Shares are held by Mr. Drennan's Spouse.
Remarks:
Mr. Drennan is a former Executive who retired as of November 30, 2003 and is no longer a reporting person. Pursuant to Section 2 and Section 9 of the 1999 Stock Option agreement for Officers and Employees of Astoria Financial Corporation, the shares held by Mr. Drennan became vested and exercisable upon his retirement and must be exercised within a period of one year from the optionees date of termination of employment due to retirement.
Thomas W. Drennan by Alan P. Eggleston, Attorney in Fact 01/28/2004
** 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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