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*
KEEGAN GERARD C
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Vice Chairman & ChiefAdminOff.
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/06/2003 		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)
Code V Amount (A) or (D) Price
Common Stock 05/06/2003 05/06/2003 M 100,000 A $11.125 193,820 D
Common Stock 05/06/2003 05/06/2003 S 8,500 D $25.92 185,320 D
Common Stock 05/06/2003 05/06/2003 S 8,700 D $25.93 176,620 D
Common Stock 05/06/2003 05/06/2003 S 2,800 D $25.97 173,820 D
Common Stock 05/06/2003 05/06/2003 S 5,000 D $26 168,820 D
Common Stock 10,040.99 I ESOP(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Statutory Stock Option(2) $11.125 05/06/2003 05/06/2003 M 100,000(5) 10/01/1997 06/25/2006 Common Stock 100,000 $0 0 D
Incentive Stock Option(3) $29.0625 08/19/1998 12/16/2007 Common Stock 3,440 3,440 D
Non-Statutory Stock Option(3) $29.0625 08/19/1998 12/16/2007 Common Stock 3,560 3,560 D
Incentive Stock Option(3) $22.5312 01/10/2002 12/15/2008 Common Stock 4,438 4,438 D
Non-Statutory Stock Option(3) $22.5312 01/10/2002 12/15/2008 Common Stock 35,562 35,562 D
Incentive Stock Option(4) $14.9375 01/10/2003 12/14/2009 Common Stock 6,694 6,694 D
Non-Statutory Stock Option(4) $14.9375 01/10/2003 12/14/2009 Common Stock 49,306 49,306 D
Incentive Stock Option(4) $24.8438 01/10/2004 12/19/2010 Common Stock 4,024 4,024 D
Non-Statutory Stock Option(4) $24.8438 01/10/2004 12/19/2010 Common Stock 75,976 75,976 D
Incentive Stock Option(4) $25.25 01/10/2005 12/18/2011 Common Stock 3,960 3,960 D
Non-Statutory Stock Option(4) $25.25 01/10/2005 12/18/2011 Common Stock 68,040 68,040 D
Incentive Stock Option(4) $27 01/10/2006 12/17/2012 Common Stock 3,703 3,703 D
Non-Statutory Stock Option(4) $27 01/10/2006 12/17/2012 Common Stock 91,297 91,297 D
Explanation of Responses:
1. Represents shares allocated to Mr. Keegan's account under the Astoria Federal Savings and Loan Association ("Astoria") Employee Stock Ownership Plan ("ESOP") as of March 26, 2003 and held in the Astoria ESOP Trust.
2. Option has been granted in accordance with the terms of the Agreement and Plan Merger dated as of March 29, 1997, by and between Astoria Financial Corporation, Astoria and Greater New York Savings Bank, as amended and the election of Mr. Keegan. The Option is fully vested and exercisable and expires on the date indicated.
3. Options have been granted pusuant to the 1996 Stock Option Plan for Officers and Employees of Astoria Financial Corporation.
4. Options have been granted pursuant to the 1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation.
5. The original filing had these shares coded in the Acquired Column of the form rather than the Disposed of Column. This amendment correct this error to the Derivative Securities and records the exercise as a Disposition rather than an acquisition.
Remarks:
Original Form 4 filed on 05/06/03. This Amendment is to correct clerical recording errors and does not affect the number of securities beneficially owned or disposed of by the Individual. One of the Clerical Errors was that the there was a date populated in Section 5, of the form,which made the original filing appear as if it was an amendment to the 04/23/03 filing this was incorrect and this amendment further corrects this.
Gerard C. Keegan by Alan P. Eggleston, Attorney in Fact 09/03/2003
** 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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