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): September 20, 2006

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)

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 1,2,3,4 AND 6 THROUGH 8 NOT APPLICABLE. 

ITEM 5.03.  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR. 

          On September 20, 2006, the board of directors of Astoria Financial Corporation (the “Company”) approved an amendment to the Company’s Certificate of Incorporation, by way of a Certificate of Elimination of its 12% Noncumulative Perpetual Preferred Stock, Series B (the “Series B Stock”) to reflect the redemption on October 1, 2003 of all 2,000,000 outstanding shares of such Series B Stock.  On  September 20, 2006 the Company filed the Certificate of Elimination with the Secretary of State of the State of Delaware, which is the effective date of the amendment.  The Certificate of Elimination (a) eliminated the previous designation of 2,000,000 shares of Series B Stock, none of which were outstanding at the time of the filing; (b) upon such elimination, caused such shares of Series B Stock to resume their status as undesignated shares of preferred stock, and (c) eliminated from the Certificate of Incorporation of the Company, all references to the Series B Stock.  As a result of the filing of the Certificate of Elimination, the Company now has 5,000,000 shares of serial preferred stock. The rights, preferences and privileges of the undesignated serial preferred stock may again be designated by the Company’s board of directors.  A copy of the Certificate of Elimination is attached hereto as Exhibit 3.1 and incorporated by reference herein. 

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(d)  Exhibits

          The following Exhibit is filed as part of this report:

Exhibit 3.1 Certificate of Elimination of the Noncumulative Perpetual Preferred Stock, Series B of Astoria Financial Corporation dated as of September 20, 2006.

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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

Dated:  September 22, 2006

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Certificate of Elimination of the Noncumulative Perpetual Preferred Stock, Series B of Astoria Financial Corporation dated as of September 20, 2006.

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EX-3.1

Exhibit 3.1

CERTIFICATE OF ELIMINATION
OF THE
NONCUMULATIVE PERPETUAL PREFFERED STOCK, SERIES B
OF
ASTORIA FINANCIAL CORPORATION

Pursuant to Section 151(g) of the
General Corporation Law of the State of Delaware

          Astoria Financial Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Company”) in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “Delaware Corporation Law”), hereby certifies as follows:

          FIRST:  Pursuant to Section 151 of the Delaware Corporation Law and authority granted in the Certificate of Incorporation of the Company (the “Certificate of Incorporation”), the Board of Directors of the Company previously designated 2,000,000 shares of preferred stock as Noncumulative Perpetual Preferred Stock, Series B, (the “Series B Stock”), and established the powers, preferences and rights of the shares of such series, and the qualifications, limitations or restrictions thereof as set forth in the Certificate of Designation of the Series B Stock (the “Series B Certificate of Designation”), with respect to such Series B Stock, which Series B Certificate was filed in the office of the Secretary of State of the State of Delaware and is in full force and effect on the date hereof.  None of the authorized shares of Series B Stock are outstanding and none will be issued.

          SECOND:  Pursuant to the authority conferred on the Board of Directors of the Company by the Certificate of Incorporation and in accordance with the provisions of Section 151 of the Delaware Corporation Law, the Board of Directors of the Company, on September 20, 2006, duly adopted the following resolutions authorizing the elimination of said Series B Stock:

RESOLVED, that the Series B Stock shall be eliminated and such shares shall resume their status as undesignated shares of preferred stock; and

FURTHER RESOLVED, that an amendment to the Company’s Certificate of Incorporation, in the form of a Certificate of Elimination of the Series B Stock, to eliminate from the Certificate of Incorporation all references to the Series B Stock (the “Certificate of Elimination”) be, and it hereby is, approved and adopted; and

FURTHER RESOLVED, that the appropriate officers of the Company be, and they hereby are, authorized, empowered and directed to cause to be prepared, execute and file the Certificate of Elimination with the Secretary of State of the State of Delaware; and

          THIRD:  That in accordance with the provisions of Section 151 of the Delaware Corporation Law, the Certificate of Incorporation of the Company is hereby amended to eliminate all references to the Series B Stock. 

          IN WITNESS WHEREOF, the Company has caused this certificate to be signed by its duly authorized officer, as of the 20th day of September, 2006. 

ASTORIA FINANCIAL CORPORATION
By:	/S/ Alan P. Eggleston
Name:	Alan P. Eggleston
Title:	Executive Vice President, Secretary and
	General Counsel