8-K

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

FORM 8-K
CURRENT REPORT

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

Date of report (Date of earliest event reported): November 14, 2005

ASTORIA FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-11967	11-3170868
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer 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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEMS 1, 3 THROUGH 8  NOT APPLICABLE.

Item 2.02.          Results of Operations and Financial Condition.

          Astoria Financial Corporation has updated its written investor slide presentation material which is included herein in Exhibit 99.1.   This information includes, among other things, a review of financial results and trends through the period ended September 30, 2005, and is intended to be made available to investors attending the Sandler O’Neill & Partners, L.P. 2005 Financial Services Conference.  This material will also be made available to shareholders, analysts and investors, including investor groups participating in forums such as sponsored investor conferences and road shows, during the quarter ending December 31, 2005.  A copy of the presentation material is available on the company’s investor relations website, http://ir.astoriafederal.com.

          The presentation material provides certain information which may be considered  non-GAAP financial information.  These items may include, tangible stockholders’ equity, book value and tangible book value and related calculations. 

          The information provided pursuant hereto shall not be deemed incorporated by reference by any general statement incorporating by reference this Form 8-K into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such Acts.

Item 9.01.          Financial Statements and Exhibits.

(c)	Exhibits.
	Exhibit 99.1  Slide presentation that Astoria Financial Corporation will make available to shareholders, analysts, investors and investor groups participating in forums such as sponsored investor conferences and road shows, during the quarter ending December 31, 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/ Peter J. Cunningham
		Peter J. Cunningham
		First Vice President and
		Director of Investor Relations
November 14, 2005

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Slide presentation that Astoria Financial Corporation will make available to investors during the quarter ending December 31, 2005.

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EX-99.1

Exhibit 99.1

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LONG ISLAND’S PREMIER COMMUNITY BANK

www.astoriafederal.com

INVESTOR PRESENTATION
THIRD QUARTER ENDED
SEPTEMBER 30, 2005

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This presentation may contain forward-looking statements that are based on various assumptions and analyses made by us in light of our management’s experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes are appropriate under the circumstances.  These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors (many of which are beyond our control) that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements.  These factors include, without limitation, the following:  the timing and occurrence or non-occurrence of events may be subject to circumstances beyond our control; there may be increases in competitive pressure among financial institutions or from non-financial institutions; changes in the interest rate environment may reduce interest margins or affect the value of our investments; changes in deposit flows, loan demand or real estate values may adversely affect our business; changes in accounting principles, policies or guidelines may cause our financial condition to be perceived differently; general economic conditions, either nationally or locally in some or all areas in which we do business, or conditions in the securities markets or the banking industry may be less favorable than we currently anticipate; legislation or regulatory changes may adversely affect our business; technological changes may be more difficult or expensive than we anticipate; success or consummation of new business initiatives may be more difficult or expensive than we anticipate; or litigation or other matters before regulatory agencies, whether currently existing or commencing in the future, may delay occurrence or non-occurrence of events longer than we anticipate.  We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of this document.

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Corporate Profile NYSE:  AF

• $22.6 billion in assets

• $12.8 billion in deposits

• 8.3% deposit market share in Long Island market – Largest thrift depository

• Insider & ESOP stock ownership: 18%

• $3.0 billion market cap

• 11+ years as a public company – enhancing shareholder value

All figures in this presentation are as of September 30, 2005 and all market data and IBES consensus are as of  November 3, 2005, except as noted.

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AF:  A Record of Enhancing Shareholder Value

	1993 IPO objectives		The record as of September 30, 2005
•	Assets of $10 billion by 2000	•	$22.6 billion in assets
•	Improve asset quality	•	0.17% NPA/total assets
•	Enhance operating efficiency	•	1.02% G&A expense ratio(1)  annualized
•	Broaden lending capabilities	•	Origination network now covers 23 states; correspondent network covers 44 states*
•	Generate returns in mid-teen range	•	17.06% return on average equity annualized; (19.71% ROTE(2))
•	Enhance shareholder value	•	10 year total return: 369% or 17% CAGR**
		*	Broker and correspondent networks also include D.C.
		**	September 30, 1995 through September 30, 2005

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Dividend Growth

[CHART APPEARS HERE]

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Cumulative Cash Returned to Shareholders

$1.9 billion returned to shareholders in the past 8+ years

[CHART APPEARS HERE]

Shares Repurchased:	6.7M	1.0M	12.8M	7.8M	15.5M	10.9M	10.6M	9.1M	4.1M
Average Price:	$12.85	$16.31	$12.48	$10.81	$18.70	$19.32	$18.42	$24.82	$26.95

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Stock Performance - Comparative Ten Year Total Return

[CHART APPEARS HERE]

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A Simple Formula for Enhancing Shareholder Value

MORTGAGE LENDING		RETAIL BANKING
•	Portfolio lender, not a mtge. banker	•	Premier community bank on Long Island
•	1-4 Family, Multi-Family and Commercial R.E. expertise	•	Dominant deposit market share
•	Superior asset quality	•	#1 thrift depository in core market
EFFICIENCY
SOLID RETURNS

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Focus on Core Business

[CHART APPEARS HERE]

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Focus on Core Business

[CHART APPEARS HERE]

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Financial Highlights

		9 Months 2005			9 Months 2004			Change
•	Diluted earnings per share	$	1.69		$	1.52			+ 11	%
•	Return on average assets		1.02	%		1.00	%		+   2	%
•	Return on average equity		17.06	%		16.15	%		+   6	%
•	Return on average tangible equity		19.71	%		18.62	%		+   6	%

• Shares repurchased – 4.1 million shares for the 9 months ended 09/30/05

• Tenth repurchase program underway – 2.8 million common shares remain for repurchase

• Annualized dividend yield – 2.87%

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1-4 Family Mortgage Lending

•	Primarily short-term, 3/1 & 5/1 hybrid ARMs for portfolio
	–	Minimizes interest rate risk
•	Multiple delivery channels provide flexibility & efficiency
	–	Retail*
	–	Commissioned representatives/brokers-originations in 23 states*
	–	Third party originators – correspondent relationships in 44 states*
•	Secondary marketing capability
	–	Sale of 15 year and 30 year fixed rate loans reduces interest rate risk
•	Geographically diversified portfolio
	–	Reduces lending concentrations
* All loans underwritten to Astoria’s stringent standards.  Broker and correspondent networks also include D.C.

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Geographic Composition of 1-4 Family Loan Portfolio

[CHART APPEARS HERE]

Total 1-4 Family Loan Portfolio
$9.5 Billion

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1-4 Family Mortgage Loan Originations

[CHART APPEARS HERE]

Net portfolio growth:	$	+843.5	M	$	+254.7	M	$	(895.7	)M	$	(238.3	)M	$	+83.7	M	$	+454.8	M
Weighted Avg. Portfolio Coupon at Period End		7.33	%		7.01	%		6.33	%		5.26	%		5.05	%		5.13	%

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Multifamily/Commercial Real Estate Lending

• Solid and growing Multifamily/CRE portfolio

• $3.9 billion in portfolio
– Weighted Average Coupon at September 30, 2005:  5.85%

• Conservative underwriting – Average LTV < 65%

• Average loan in portfolio < $1 million

• Approximately 90% of multifamily portfolio is subject to rent control or rent stabilization

• 12% annualized growth in 3Q05

Note: LTV is based on current principal balances and original appraised values.

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Multifamily/CRE Portfolio Growth

[CHART APPEARS HERE]

% of total loans 11% 14% 20% 25% 27% 28%

Average loan balance outstanding is < $1 million.

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Asset Quality Focus

• Minimal credit risk

• Conservative underwriting, top quality loans, low LTVs

— Net charge-offs of less than one basis point for each of the last 3 years and for nine months ended September 30, 2005

• No sub-prime or option ARM lending

• 99+% of all loans secured by real estate

• Strong reserves

• Non-performing assets: 0.17% of total assets

• Allowance for loan losses/non-performing loans: 216%

• Low delinquency levels

• Top quality MBS portfolio

• Primarily GSE, agency or ‘AAA’ rated

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Low Credit Risk Loan Portfolio Composition

[CHART APPEARS HERE]

Total Portfolio:  $14.1 billion*
Average LTV:  64%

Excludes loans held for sale; LTV based on current principal balance and original appraised value.

* Includes net unamortized premium and net deferred loan costs.

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Low Credit Risk MBS Portfolio

[CHART APPEARS HERE]

Total MBS Portfolio Classification
Available-for-sale -	$1.9B
Held-to-maturity -	$5.0B
Total	$6.9B
Average Life: 3.3 years

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Interest Rate Risk Management
•	One year gap:  -5.57%
•	Key balance sheet components
	•	Short-term hybrid adjustable-rate mortgage loan portfolio
	•	Short weighted average life MBS portfolio
	Offset by:
	•	Large core deposit base – provides natural hedge against rising rates
	•	Longer-term CDs
		—	Over the past twelve months, $1.7 billion of non-callable CDs with maturities of 18 months or greater were issued or repriced with a weighted average rate of 3.60% and a weighted average original maturity of 2.5 years
	•	Borrowings

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Retail Banking
•	Acquisition vs. de-novo branching
•	Differentiating from competition
	–	Maintain pricing discipline
	–	Pro-active sales culture
	–	Focus on customer service
•	Importance of deposits in interest rate risk management (CDs vs. core)

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Leading Retail Banking Franchise
$12.8 billion in deposits, 86 banking office network
	—	Serving the Long Island market since 1888
•	Low cost/stable source of funds – average cost: 2.27%*
	—	Core Deposits(3) total $5.4 billion, at an average cost of 0.58%*
	—	Checking accounts total $1.5 billion, or 29% of core deposits
•	Banking offices with high average deposits contribute to efficiency
	—	Long Island Offices (83) – Nassau (29), Queens (17), Suffolk (25), Brooklyn (12) – Average Deposits of $149 Million
	—	Westchester Offices (3) – Average Deposits of $147 Million
•	Alternative delivery channels
	—	ATM’s, telephone and Internet banking
* Average cost for the quarter ending September 30, 2005

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Long Island Powerhouse

     Banking Offices and Deposit Share Ranking on Long Island

Overall Deposit Share Ranking:
 

#1- all thrifts,  #4- all financial institutions

[CHART APPEARS HERE]

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Well Positioned in Each of Our Key Markets

Deposits

($ in millions)	Nassau
Institution	Total		Share			Branches
1. North Fork	$	7,154		15	%		60
2. Chase		6,356		14			33
3. Citigroup		5,971		13			54
4. Astoria		4,711		10			29
5. NY Community		3,759		9			50
Total	$	46,691					447

Median household income: $85,608

($ in millions)	Suffolk
Institution	Total		Share			Branches
1. North Fork	$	9,349		28	%		66
2. Chase		4,827		15			36
3. Astoria		2,837		9			25
4. WaMu		2,528		8			35
5. Citigroup		2,310		7			28
Total	$	32,984					415

Median household income: $76,730

($ in millions)	Queens
Institution	Total		Share			Branches
1. Chase	$	6,096		17	%		43
2. North Fork		4,982		14			54
3. Citigroup		4,426		12			29
4. NY Community		3,401		9			34
5. Astoria		3,177		9			17
Total	$	36,687					370

Median household income: $49,781

($ in millions)	Brooklyn
Institution	Total		Share			Branches
1. Chase	$	6,177		20	%		40
2. WaMu		3,527		11			24
3. Citigroup		3,660		12			25
4. HSBC		3,478		11			26
5. Independence		3,410		11			21
Astoria  (#7)		1,608		5			12
Total	$	31,683					275

Median household income: $38,080

U.S. Median HHI: $49,747/NY State Median HHI: $51,187

Source: FDIC Summary of Deposits.  NY Community pro-forma deposits with LICB and Atlantic Bank acquisitions.

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Strong Position in Core Market
Brooklyn, Queens, Nassau and Suffolk
	•	The combined population of these four counties (7.6 million) exceeds the population of 39 individual U.S. states

(Dollars in millions) Institution	Deposits		June 05/04 Growth			Market Share			Branches		Average Deposits
1. North Fork	$	24,489	$	2,582			16.5	%		207	$	118
2. Chase		23,637		(89	)		16.0			152		156
3. Citibank		16,367		510			11.1			136		120
4. ASTORIA		12,333		692			8.3			83		149
5. Washington Mutual		10,713		540			7.2			112		96
6. NY Community		10,339		1,733			7.0			125		83
7. HSBC		9,389		374			6.3			90		104
8. Bank of America		5,473		(1,545	)		3.7			110		50
9. Independence		4,702		831			3.2			37		127
10. Bank of New York		3,819		(194	)		2.6			106		36
Total – Top 10	$	121,261	$	5,434			81.9	%		1,158		104
Total - Core Market	$	148,045	$	7,454						1,507		98

Source:  FDIC/OTS Summary of Deposits.  Data as of June 30, 2005. NY Community pro-forma deposits with LICB & Atlantic Bk acquisitions.

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Market Share Trend – 1999 - 2005

Brooklyn, Queens, Nassau and Suffolk

(Dollars in millions) Institution	Deposits		June 99-05 Growth			Market Share			Market Share Gain/Loss			Change in # of Branches 99-05
1. Chase	$	23,637	$	8,152			16.0	%		2.1	%		- 17
2. North Fork		24,489		7,112			16.5			0.9			+ 12
3. ASTORIA		12,333		3,139			8.3			0.0			- 1
4. Citibank		16,367		2,526			11.1			(1.3	)		- 21
5. NY Community		10,339		2,297			7.0			(0.2	)		+ 25
6. Independence		4,702		1,527			3.2			0.3			+ 8
7. Washington Mutual		10,713		1,523			7.2			(1.1	)		+ 34
8. HSBC		9,389		858			6.3			(1.4	)		- 10
9. Bank of New York		3,819		374			2.6			(0.5	)		- 5
10. Bank of America		5,473		(2,465	)		3.7			(3.4	)		- 14
Total - Top 10	$	121,261	$	25,043			81.9	%					+11
Total - Core Market	$	148,045	$	36,702									+ 123

Source:  FDIC/OTS Summary of Deposits.  Data as of June 30, 2005. Includes mergers and acquisitions and pending acquisitions.

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Sales Initiatives – PEAK Process

Performance based on Enthusiasm, Actions and Knowledge

• A “needs” based approach to sales rather than “product” based approach

• Highly interactive program – daily and weekly meetings create a focus that is shared throughout the branch network

• Incentives for strong performance, both individual and team

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Customer Satisfaction Survey

Key Findings: Favorably Positioned Against Competitors

• 71% of Astoria customers are highly satisfied

• 71% of Astoria customers are highly likely to recommend Astoria to friend/family member

• Satisfaction with the branch is by far the strongest driver of overall satisfaction

–  86% of Astoria customers are highly satisfied with quality of branch service

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Deposit Growth - Core

[CHART APPEARS HERE]

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Deposit Composition

At September 30, 2005

[CHART APPEARS HERE]

Total - $12.8 Billion

Core - $5.4 Billion @ 0.64%

Average Rate: 2.34%

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G&A Expense Ratio

[CHART APPEARS HERE]

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Goodwill Claim Update

•	One of the industry’s largest goodwill litigation claims
	–	$785 million of original supervisory goodwill created
		(LISB = $625 million,  Fidelity NY = $160 million)
	–	$635 million of supervisory goodwill written off
		(LISB = $500 million, Fidelity NY = $135 million)
•	U.S. Court of Federal Claims awarded AF damages of $436 million on September 15, 2005 in the LISB case
	–	Award likely to be appealed by government

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Why Invest in Astoria Financial?
•	Strong balance sheet – superior asset quality
•	Attractive banking franchise
	•	Dominant deposit market share in core market
•	Superior operating efficiency
•	Well capitalized
•	Proactive Capital Management
	•	Stock repurchase program in place
	•	28% compounded annual growth in dividend*
	•	$1.9 billion returned to shareholders in the past 8+ years
	*	CAGR from 1995, commencement of quarterly dividend, to 3Q05 annualized.

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AF:  A Record of Enhancing Shareholder Value

Addendum

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Ownership Profile

September 30, 2005

[CHART APPEARS HERE]

Shares Outstanding: 106,929,850

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Acquisition History

Year	Thrift	# Branches		Assets
				(in millions)
1973	Metropolitan Federal		2	$	50
1979	Citizens Savings (FSLIC)		5		130
1982	Hastings-on-Hudson Federal		3		100
1984	Chenango Federal		1		25
1987	Oneonta Federal		4		205
1990	Whitestone Savings (RTC)		4		280
1995	Fidelity New York		18		1,800
1997	The Greater New York Savings Bank		14		2,400
1998	Long Island Bancorp, Inc.		35		6,600
	Total		86	$	11,590

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Tangible Book Value/Book Value Growth^(5,6)

[CHART APPEARS HERE]

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1-4 Family Mortgage Loan Originations

[CHART APPEARS HERE]

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Geographic Composition of 1-4 Family Loan Originations

[CHART APPEARS HERE]

Total 1-4 Family Originations:  $2.4 Billion

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Geographic Composition of Total Mortgage Loan Originations

[CHART APPEARS HERE]

Total Mortgage Loans Originated: $3.3 Billion

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1-4 Family Delinquency Ratios:  AF vs. MBA

[CHART APPEARS HERE]

Source: MBA National Deliquency Survey. Beginning with 3Q02, MBA statistics for conventional loans excludes sub-prime loans.

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NPA to Total Assets vs. Peers

[CHART APPEARS HERE]

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Interest Rate Risk Management

	CDs Issued or Repriced*		Weighted Average Rate		Weighted Average Original Term
4Q04	$	650.1 Million		3.35%		28 months
1Q05	$	595.0 Million		3.63%		32 months
2Q05	$	351.5 Million		3.78%		31 months
3Q05	$	150.1 Million		4.19%		28 months
TOTAL	$	1.7 Billion		3.60%		2.5 years

* Non-callable CDs issued or repriced during the period with an original maturity of 18 months or greater

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Footnotes/Glossary
(1)	G&A expense ratio represents general and administrative expense divided by average assets.
(2)	Average tangible equity represents average equity less average goodwill.
(3)	Core deposits include savings, money market, checking and Liquid CD accounts.
(4)	Implied Deposit Premium represents market capitalization less tangible equity, divided by total deposits.
(5)	Tangible book value per share represents stockholders’ equity less goodwill divided by outstanding shares, excluding unallocated Employee Stock Ownership Plan (ESOP) shares.
(6)	Book value per share represents common stockholders’ equity divided by outstanding common shares, excluding unallocated ESOP shares.

NPA	–	Non-performing assets	CAGR	–	Compounded annual growth rate
MBS	–	Mortgage-backed securities	CRE	–	Commercial Real Estate
LTV	–	Loan-to-value	GSE	–	Government Sponsored Enterprise
ROTE	–	Return on average tangible equity

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LONG ISLAND’S PREMIER COMMUNITY BANK

www.astoriafederal.com