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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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                                    FORM 8-K
                                 CURRENT REPORT

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     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of report (Date of earliest event reported): January 21, 2005

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                          ASTORIA FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

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           DELAWARE                       0-22228                 11-3170868
(State or other jurisdiction of   (Commission File Number)      (IRS Employer
 incorporation or organization)                              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):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)
[ ]  Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act
     (17 CFR 240.14a-12(b))
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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ITEMS 2 THROUGH 9  NOT APPLICABLE.

ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

        The Board of Directors of Astoria Financial Corporation, referred to as
the Company, previously adopted, and the shareholders of the Company on May 19,
2004 approved, the Astoria Financial Corporation Executive Officer Annual
Incentive Plan, as amended, referred to as the Plan. A copy of the Plan has been
filed with the Securities and Exchange Commission as an exhibit to the Company's
Definitive Proxy Statement dated and filed on April 16, 2004.

        At a meeting held on January 19, 2005, the Compensation Committee of the
Company authorized and approved the payment of cash bonuses for fiscal year 2004
pursuant to the terms of the Plan and certified the Company's performance
relative to the Corporate Performance Objectives established by the Committee in
January 2004. The Corporate Performance Objective utilized for 2004 was
performance relative to diluted earnings per common share. The participants in
the Plan, their positions with the Company and the amount of the bonuses paid
for 2004 are as follows:

        a)   George L. Engelke, Jr., Chairman, President and Chief Financial
             Officer - $1,050,000,
        b)   Gerard C. Keegan, director, Vice Chairman and Chief Administrative
             Officer - $324,000,
        c)   Alan P. Eggleston, Executive Vice President, Secretary and General
             Counsel - $266,625,
        d)   Arnold K. Greenberg, Executive Vice President - $299,025,
        e)   Gary T. McCann, Executive Vice President - $236,250 and
        f)   Monte N. Redman, Executive Vice President and Chief Financial
             Officer - $364,500.

        At its meeting on January 19, 2005, the Compensation Committee of the
Company also established the Corporate Performance Objectives to be utilized
with respect to the participants noted above for fiscal year 2005. Pursuant to
the terms of the Plan and as defined by the Committee, 2005 bonuses, if any,
will be based 75% on the Company's diluted earnings per common share performance
and 25% on the Company's return on shareholders equity. Payment of bonuses for
2004 and 2005 were or are expected to be made, respectively, in accordance with
the terms and conditions of the Plan.

        The Board of Directors of the Company, at its meeting held on January
19, 2005, confirmed and ratified both the payment of the above referenced
bonuses for 2004 and the establishment of the Corporate Performance Objectives
for 2005.

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                                    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/ Alan P. Eggleston
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                                               Alan P. Eggleston
                                               Executive Vice President,
                                               Secretary and General Counsel

Dated: January 21, 2005

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