Form 4/A KEEGAN GERARD C For: Feb 02 (10K)

FORM 4/A

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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

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&Chief Admin Off

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)
02/03/2009

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								133,507	D ⁽¹⁾
Common Stock								21,490.5	I ⁽²⁾	ESOP
Common Stock								22,800	I ⁽³⁾	RSA
Common Stock								32,700	I ⁽⁴⁾	RSA
Common Stock	02/02/2009		A		99,520	A	$ 0	99,520	I ⁽⁵⁾	RSA

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Incentive Stock Option ⁽⁶⁾

$ 16.5625

01/10/2004

12/19/2010

Common Stock

6,036

Non-Statutory Stock Option ⁽⁶⁾

$ 16.5625

01/10/2004

12/19/2010

Common Stock

113,964

Incentive Stock Option ⁽⁶⁾

$ 16.8333

01/10/2005

12/18/2011

Common Stock

5,940

Non-Statutory Stock Option ⁽⁶⁾

$ 16.8333

01/10/2005

12/18/2011

Common Stock

102,060

Incentive Stock Option ⁽⁶⁾

$ 18

01/10/2006

12/17/2012

Common Stock

5,554

Non-Statutory Stock Option ⁽⁶⁾

$ 18

01/10/2006

12/17/2012

Common Stock

136,946

Non-Statutory Stock Option ⁽⁷⁾

$ 24.4

12/22/2005

12/16/2013

Common Stock

4,098

Non-Statutory Stock Option ⁽⁷⁾

$ 24.4

12/22/2005

12/16/2013

Common Stock

97,902

Non-Statutory Stock Option ⁽⁷⁾

$ 26.6267

12/22/2005

12/14/2014

Common Stock

3,754

Non-Statutory Stock Option ⁽⁷⁾

$ 26.6267

12/22/2005

12/14/2014

Common Stock

140,246

Non-Statutory Stock Option ⁽⁸⁾

$ 29.02

01/09/2009

12/20/2012

Common Stock

122,900

Explanation of Responses:

1. Direct Ownership was incorrectly reported on Form 4 filed on 2/3/2009.

2. Represents shares allocated to Mr. Keegan's account under the Astoria Federal Savings and Loan Association Employee Stock Ownership Plan ("ESOP") as of December 31, 2008 and held in the ESOP Trust

3. Represents award of restricted stock pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan. The restricted stock will vest and be distributed effective January 9, 2012 or earlier upon the death, disability or retirement at normal retirement age, on a change of control, or, in the case of executive officers, pursuant to the terms of their respective employment agreements with the Company, upon the termination of employment by the Company prior to the end of the term of such employment agreement without cause, as defined therein.

4. Represents award of restricted stock pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan. The restricted stock will vest and be distributed effective January 28, 2013 or earlier upon the death, disability, on a Change in Control (as defined in the 2005 Plan), or, in the case of executive officers, pursuant to the terms of their respective employment agreements with the Company, upon the termination of employment by the Company prior to the end of the term of such employment agreement without cause, as defined therein.

5. Represents award of restricted stock pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan. The restricted stock will vest over five (5) years and be distributed in accordance with the following vesting schedule: 20% on December 15, 2009; 20% on December 15, 2010; 20% on December 15, 2011; 20% on December 17, 2012 and 20% on December 16, 2013 or earlier upon the death, disability or Change in Control (as defined in the 2005 Plan), or pursuant to the terms of his respective employment agreements with the Company, upon the termination of employment by the Company prior to the end of the term of such employment agreement without cause, as defined therein.

6. Options were granted pursuant to the 1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1999 Plan.

7. Options were granted pursuant to the 2003 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 2003 Plan.

8. Options were granted pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan.

	Gerard C. Keegan	03/20/2009
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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