FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
POWDERLY THOMAS V
  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
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
ONE ASTORIA FEDERAL PLAZA
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2012
(Street)

LAKE SUCCESS, NY US 11042
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 08/15/2012   J   3,461 D $ 0 0 I(1) RSA Vest
Common Stock 08/15/2012   J   3,160 D $ 0 0 I(1) RSA Vest
Common Stock 08/15/2012   J   6,621 A $9.785(2) 11,621 D(1)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Statutory Stock Option(3) $29.72             01/16/2007 08/15/2013(4) Common Stock 6,000   6,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
POWDERLY THOMAS V
ONE ASTORIA FEDERAL PLAZA
LAKE SUCCESS, NY US 11042
  X      

Signatures

 Thomas V. Powderly by Yvonne Schade, Attorney-in-fact   08/16/2012
** Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Upon Retirement, represents immediate vesting of a previous award of restricted stock pursuant to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan, or the 2007 Plan. The restricted stock vested and was distributed on 8/15/2012. The transaction represents a change in the form of beneficial ownership from indirect to direct.
(2) Represents Fair Market Value of restricted stock at time of vesting and is the value of services rendered by the Reporting Person to the Issuer.
(3) Options were granted pursuant to the 1999 Stock Option Plan for Outside Directors of Astoria Financial Corporation, or the 1999 Plan.
(4) Expiration Date changed to 8/15/2013 upon Retirement.

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