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): January 31, 2007

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 December 31, 2006, and is intended to be made available to investors attending the KBW Regional Bank Conference in Boston, February 28, 2007.  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 March 31, 2007.  A copy of the presentation material is available on the company’s investor relations website, http://ir.astoriafederal.com.

          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.

(d)	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 March 31, 2007.

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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:   January 31, 2007

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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 March 31, 2007.

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EX-99.1

Exhibit 99.1

[LOGO OF ASTORIA FINANCIAL CORPORATION]

LONG ISLAND’S PREMIER COMMUNITY BANK

www.astoriafederal.com

INVESTOR PRESENTATION
FOURTH QUARTER ENDED
DECEMBER 31, 2006

 [LOGO OF ASTORIA FINANCIAL CORPORATION]

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

• $21.6 billion in assets

• $13.2 billion in deposits

• 8.3% deposit market share in Long Island market

— Largest thrift depository

• Insider & ESOP stock ownership: 21%

• AF’s Corporate Governance Quotient (CGQ) Rating is better than 99.1% of all S&P banks, as ranked by ISS

• $2.9 billion market cap

• 13 years as a public company – enhancing shareholder value

All figures in this presentation are as of December 31, 2006 and all stock market data is as of January 26, 2007, except as noted.

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Dividend Growth

[CHART APPEARS HERE]

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Cumulative Cash Returned to Shareholders

$2.3 billion returned to shareholders in the past 10 years

[CHART APPEARS HERE]

Shares Repurchased:	6.7M		1.0M		12.8M		7.8M		15.5M		10.9M		10.6M		9.1M		6.6M		8.4M
Average Price:	$	12.85	$	16.31	$	12.48	$	10.81	$	18.70	$	19.32	$	18.42	$	24.82	$	27.49	$	29.92

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Stock Performance - Comparative Ten Year Total Return

[CHART APPEARS HERE]

Comparative returns from December 31, 1996 – December 31, 2006

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2006 Financial Highlights

• Deposits increased $414 million, or 3%, to $13.2 billion

• Loan portfolio increased $579 million, or 4%, to $15.0 billion

— One-to-four family loan portfolio increased $456 million, or 5%, to $10.2 billion

— Multifamily/Commercial Real Estate loan portfolio increased $185 million, or 5% , to $4.1 billion, or 27% of total loans

• Securities portfolio decreased $1.2 billion, or 19%, to $5.3 billion

• Borrowings decreased $1.1 billion, or 14%, to $6.8 billion

• Repurchased 8.4 million shares

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Focus on Core Business

(In Billions)

Assets

[CHART APPEARS HERE]

Liabilities

[CHART APPEARS HERE]

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Improving Balance Sheet Quality

At December 31, 1999
Assets

[CHART APPEARS HERE]

Liabilities & Shareholders’ Equity

[CHART APPEARS HERE]

At December 31, 2006
Assets

[CHART APPEARS HERE]

Liabilities & Shareholders’ Equity

[CHART APPEARS HERE]

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A Simple Formula for Enhancing Shareholder Value

MORTGAGE LENDING
•	Portfolio lender, not a mtge. banker
•	1-4 Family, Multi-Family and Commercial R.E. expertise
•	Superior asset quality

RETAIL BANKING
•	Premier community bank on Long Island
•	Dominant deposit market share
•	#1 thrift depository in core market

EFFICIENCY

SOLID RETURNS

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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 brokers covering 26 states^*

— Third party originators – correspondents covering 43 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

At December 31, 2006

[CHART APPEARS HERE]

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1-4 Family Mortgage Loan Originations

(In Billions)

By Product Type

[CHART APPEARS HERE]

Net portfolio growth:	+$254.7 M			($895.7)M			($238.3)M			+$83.7 M			+$703.2 M			+$456.2 M
Weighted Avg. Portfolio Coupon at Period End		7.01	%		6.33	%		5.26	%		5.05	%		5.19	%		5.48	%

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Multifamily/Commercial Real Estate Lending

• Solid and growing Multifamily/CRE portfolio

•  $4.1 billion in portfolio

— Weighted Average Coupon at December 31, 2006: 5.84%

• Conservative underwriting

— Weighted average LTV < 65%

•  Average loan in portfolio < $1 million

• Approximately 85% of multifamily portfolio is subject to rent control or rent stabilization

• 5% growth in 2006

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

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Multifamily/CRE Portfolio Growth

(In Billions)

[CHART APPEARS HERE]

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

Average loan balance outstanding is < $1 million.

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Asset Quality Focus

• Limited credit risk

•  Conservative underwriting, top quality loans, low LTVs

•  No sub-prime or payment option ARM lending

• Strong reserves

• Non-performing assets: 0.28% of total assets

• Allowance for loan losses/non-performing loans: 135%

• Top quality MBS portfolio

•  Primarily GSE, agency or ‘AAA’ rated

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Interest Rate Risk Management

•	One year gap: -21.06%
•	Key balance sheet components
	•	Short-term hybrid adjustable-rate mortgage loan portfolio
	•	Short weighted average life MBS portfolio
	Offset by:
	•	Large, low-cost checking, savings and money market deposit base – provides natural hedge against rising rates
	•	Longer-term CDs
		—	Over the past twelve months, $1.2 billion of non-callable CDs with maturities of 18 months or greater were issued or repriced with a weighted average rate of 5.02% and a weighted average original maturity of 27 months
	•	Borrowings – as needed

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Leading Retail Banking Franchise

• $13.2 billion in deposits, 86 banking office network

— Serving the Long Island market since 1888

• Low cost/stable source of funds – average cost: 3.34%^*

• $12.4 billion, or 92%, of total deposits emanate from within 5 miles of a branch

• Banking offices with high average deposits contribute to efficiency

— Long Island Offices (83) – Nassau (29), Queens (17), Suffolk (25), Brooklyn (12) – Average Deposits of $153 Million

— Westchester Offices (3) – Average Deposits of $175 Million

• Alternative delivery channels

— ATM’s, telephone and Internet banking

* Average cost for the quarter ended December 31, 2006.

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Long Island Powerhouse

Banking Offices and Deposit Share Ranking on Long Island

[CHART APPEARS HERE]

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Well Positioned in Each of Our Key Markets

Deposits

	Nassau
($ in millions)
Institution	Total		Share			Branches
1. Chase	$	8,217		17	%		82
2. Capital One/North Fork		6,479		13			59
3. Citigroup		6,045		12			54
4. NY Community		5,506		11			38
5. Astoria		4,942		10			29
Total	$	49,243					468

Median household income: $90,227

	Suffolk
($ in millions)
Institution	Total		Share			Branches
1. Capital One/North Fork	$	8,796		26	%		63
2. Chase		6,474		19			80
3. Astoria		3,070		9			25
4. WaMu		2,643		8			36
5. Citigroup		2,446		7			28
Total	$	33,690					418

Median household income: $81,248

	Queens
($ in millions)
Institution	Total		Share			Branches
1. Chase	$	7,200		19	%		65
2. Capital One/North Fork		4,723		13			51
3. Citigroup		4,609		12			29
4. Astoria		3,158		8			17
5. NY Community		2,882		8			39
Total	$	37,527					396

Median household income: $53,531

	Brooklyn
($ in millions)
Institution	Total		Share			Branches
1. Chase	$	6,736		21	%		44
2. Citigroup		3,793		12			25
3. Sovereign		3,659		11			21
4. WaMu		3,531		11			29
5. HSBC		3,512		11			27
Astoria (#7)		1,616		5			12
Total	$	32,800					292

Median household income: $40,311

U.S. Median HHI: $51,546 / NY State Median HHI: $54,403

Source: FDIC Summary of Deposits, SNL Financial. Data as of June 30, 2006. Includes completed transactions.

* Astoria’s deposits highlighted above are comprised of retail community deposits.  Astoria does not utilize broker or municipal deposits.

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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 38 individual U.S. states

(Dollars in millions) Institution	Deposits		June 06/05 Growth			Market Share			Branches		Average Deposits
1. Chase	$	28,626	$	1,170			18.7	%		271	$	106
2. Capital One/North Fork		22,766		(1,723	)		14.9			201		113
3. Citibank		16,894		527			11.0			136		124
4. ASTORIA*		12,786		453			8.3			83		154
5. Washington Mutual		10,970		257			7.2			127		86
6. NY Community		10,665		326			7.0			121		88
7. HSBC		9,865		476			6.4			93		106
8. Sovereign		5,178		476			3.4			38		136
9. Bank of America		5,037		(436	)		3.3			112		45
10. Commerce		4,957		1,923			3.2			48		103
Total –Top 10	$	127,744	$	3,449			83.4	%		1,230		104
Total - Core Market	$	153,259	$	5,214						1,574		97

* Astoria’s deposits highlighted above are comprised of  retail community deposits.  Astoria does not utilize broker or municipal deposits.

Source:  FDIC Summary of Deposits.  Data as of June 30, 2006.  Includes pending transactions.

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Market Share Trend –1999 -2006

Brooklyn, Queens, Nassau and Suffolk

(Dollars in millions) Institution	June 2006 Deposits		June 99-06 $                        Growth                     %					June 2006 Market Share			June 99-06 Market Share Gain/Loss			June 99-06 Change in # of Branches
1. Chase	$	28,626	$	9,696		51.2	%		18.7	%		1.7	%		-    9
2. Capital One/North Fork		22,766		5,389		31.0			14.9			(0.7	)		+    6
3. Commerce		4,957		4,957					3.2			3.2			+ 48
4. ASTORIA*		12,786		3,592		39.1			8.3			0.0			-    1
5. Citibank		16,894		3,053		22.1			11.0			(1.4	)		-  21
6. NY Community		10,665		2,623		32.6			7.0			(0.2	)		+  21
7. Sovereign		5,178		2,003		63.1			3.4			0.5			+    9
8. Washington Mutual		10,970		1,780		19.4			7.2			(1.1	)		+  49
9. HSBC		9,865		1,334		15.6			6.4			(1.3	)		-    7
10. Bank of America		5,037		(2,901	)	(36.5	)		3.3			(3.8	)		-  12
Total - Top 10	$	127,744	$	31,526		32.8	%		83.4	%		(3.1	)		+  83
Total - Core Market	$	153,259	$	41,916		37.6	%		100.0	%					+190

* Astoria’s deposits highlighted above are comprised of  retail community deposits.  Astoria does not utilize broker or municipal deposits.

Source:  FDIC Summary of Deposits.  Data as of June 30, 2006.  Includes pending transactions.

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Retail Banking

• Acquisition with organic growth vs. de-novo branching

• Differentiation from competition

– Maintain pricing discipline

– Pro-active sales culture

– Focus on customer service

– Strong support of local community-based organizations and activities

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Sales – 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

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

• Astoria customers are 22% more likely to net increase their deposit relationship than are competitor customers.

• 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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Community Involvement

Key Initiatives

• Education First

— Supports lifelong learning, promotes savings and provides meaningful financial solutions to improve the way our customers live

• Neighborhood Outreach

— Supports local organizations that enrich the communities within our market area

— Nearly 1000 community-based organizations supported annually

• Results/Recognition

— Five consecutive “Outstanding”Community Reinvestment Act ratings by OTS

Astoria Federal:  An integral part of the fabric of the communities we serve

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Core Community Deposits

At December 31, 2006

[CHART APPEARS HERE]

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G&A Expense Ratio⁽¹⁾

[CHART APPEARS HERE]

	Source: SNL Financial – Median Ratios
(1)	G&A expense ratio represents general and administrative expense divided by average assets.

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Goodwill Claims - 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

– Appeal filed by the government

– Oral arguments completed in October 2006

– Timing and outcome of appellate decision unpredictable

• U.S. Court of Federal Claims scheduled April 19, 2007 as the commencement of trial for the Fidelity NY claim

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2007 Outlook

Challenges
•	Flat to inverted yield curve
	•	Margin stability: maintain at similar levels to 4Q06
Strategies
•	Remain focused
	•	Grow loans and deposits
		—	Maintain credit standards
		—	Maintain pricing discipline
	•	Reduce Securities
•	Maintain superior operating efficiency
•	Continue buying back AF stock
Objective: Produce solid returns

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Investment Merits

•	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
	•	26% compounded annual growth in dividend*
	•	Over $2.3 billion returned to shareholders in the past 10 years
*	CAGR from 1995, commencement of quarterly dividend, to 1Q07 annualized

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AF:  A Record of Enhancing Shareholder Value

Addendum

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Ownership Profile

December 31, 2006

[CHART APPEARS HERE]

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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 NY Savings Bank	14		2,400
1998	Long Island Bancorp, Inc.	35		6,600
	Total	86	$	11,590

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1-4 Family Delinquency Ratios:  AF vs. MBA

[CHART APPEARS HERE]

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

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1-4 Family Mortgage Loan Originations

(In Billions)

By Delivery Channel

[CHART APPEARS HERE]

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Geographic Composition of 1- 4 Family Loan Originations

For the twelve months ended December 31, 2006

[CHART APPEARS HERE]

Excludes home equity

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Geographic Composition of Multifamily/CRE Loan Originations

For the twelve months ended December 31, 2006

[CHART APPEARS HERE]

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Interest Rate Risk Management

	CDs Issued or Repriced*		Weighted Average Rate			Weighted Average Original Term
1Q06	$	331.8 Million		4.73	%		23 months
2Q06	$	384.0 Million		5.07	%		31 months
3Q06	$	268.9 Million		5.27	%		34 months
4Q06	$	211.6 Million		5.08	%		20 months
TOTAL	$	1.2 Billion		5.02	%		27 months
*     Non-callable CDs issued or repriced during the period with an original maturity of 18 months or greater

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Glossary

GAAP	–	Generally Accepted Accounting Principles
CAGR	–	Compounded Annual Growth Rate
MBS	–	Mortgage-Backed Securities
CRE	–	Commercial Real Estate
LTV	–	Loan-To-Value ratio
GSE	–	Government Sponsored Enterprise
ESOP	–	Employee Stock Ownership Plan
ARM	–	Adjustable Rate Mortgage
OTS	–	Office of Thrift Supervision
ISS	–	Institutional Shareholder Services

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LONG ISLAND’S PREMIER COMMUNITY BANK

www.astoriafederal.com