- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5
	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(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* KEEGAN GERARD C	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
(Last) (First) (Middle) ONE ASTORIA FEDERAL PLAZA	3. Date of Earliest Transaction (MM/DD/YYYY) 12/15/2010
(Street) LAKE SUCCESS, NY 11042 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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. Trans. Date	2A. Deemed Execution Date, if any	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	12/15/2010		J		19904	D	$0	59712	I ⁽¹⁾ ⁽²⁾	RSA Vest
Common Stock	12/16/2010		F		500	D	$13.1601	0	D ⁽³⁾
Common Stock	12/16/2010		F		100	D	$13.17	0	D ⁽³⁾
Common Stock	12/16/2010		F		300	D	$13.1701	0	D ⁽³⁾
Common Stock	12/16/2010		F		100	D	$13.183	0	D ⁽³⁾
Common Stock	12/16/2010		F		100	D	$13.22	0	D ⁽³⁾
Common Stock	12/16/2010		F		200	D	$13.2301	0	D ⁽³⁾
Common Stock	12/16/2010		F		200	D	$13.24	0	D ⁽³⁾
Common Stock	12/16/2010		F		1000	D	$13.25	0	D ⁽³⁾
Common Stock	12/16/2010		F		200	D	$13.2501	0	D ⁽³⁾
Common Stock	12/16/2010		F		669	D	$13.26	0	D ⁽³⁾
Common Stock	12/16/2010		F		300	D	$13.2601	0	D ⁽³⁾
Common Stock	12/16/2010		F		767	D	$13.27	0	D ⁽³⁾
Common Stock	12/16/2010		F		200	D	$13.2701	0	D ⁽³⁾
Common Stock	12/16/2010		F		733	D	$13.3	0	D ⁽³⁾
Common Stock	12/16/2010		F		600	D	$13.3002	0	D ⁽³⁾
Common Stock	12/16/2010		F		366	D	$13.305	0	D ⁽³⁾
Common Stock	12/16/2010		F		235	D	$13.31	0	D ⁽³⁾
Common Stock	12/16/2010		F		200	D	$13.3101	0	D ⁽³⁾
Common Stock	12/16/2010		F		100	D	$13.3125	0	D ⁽³⁾
Common Stock	12/16/2010		F		33	D	$13.32	0	D ⁽³⁾
Common Stock	12/16/2010		F		33	D	$13.33	0	D ⁽³⁾
Common Stock	12/16/2010		F		300	D	$13.3301	0	D ⁽³⁾
Common Stock	12/16/2010		F		16	D	$13.35	0	D ⁽³⁾
Common Stock	12/15/2010		J		12652	A	$13.34 ⁽⁴⁾	165717	D ⁽¹⁾
Common Stock								26870.83	I ⁽⁵⁾	ESOP
Common Stock								22800	I ⁽⁶⁾	RSA
Common Stock								32700	I ⁽⁷⁾	RSA
Common Stock								55296	I ⁽⁸⁾	RSA

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option ⁽⁹⁾	$16.5625							1/10/2004	12/19/2010	Common Stock	6036		6036	D
Non-Statutory Stock Option ⁽⁹⁾	$16.5625							1/10/2004	12/19/2010	Common Stock	113964		113964	D
Incentive Stock Option ⁽⁹⁾	$16.8333							1/10/2005	12/18/2011	Common Stock	5940		5940	D
Non-Statutory Stock Option ⁽⁹⁾	$16.8333							1/10/2005	12/18/2011	Common Stock	102060		102060	D
Incentive Stock Option ⁽⁹⁾	$18							1/10/2006	12/17/2012	Common Stock	5554		5554	D
Non-Statutory Stock Option ⁽⁹⁾	$18							1/10/2006	12/17/2012	Common Stock	136946		136946	D
Non-Statutory Stock Option ⁽¹⁰⁾	$24.4							12/22/2005	12/16/2013	Common Stock	4098		4098	D
Non-Statutory Stock Option ⁽¹⁰⁾	$24.4							12/22/2005	12/16/2013	Common Stock	97902		97902	D
Non-Statutory Stock Option ⁽¹⁰⁾	$26.6267							12/22/2005	12/14/2014	Common Stock	3754		3754	D
Non-Statutory Stock Option ⁽¹⁰⁾	$26.6267							12/22/2005	12/14/2014	Common Stock	140246		140246	D
Non-Statutory Stock Option ⁽¹¹⁾	$29.02							1/9/2009	12/20/2012	Common Stock	122900		122900	D

Explanation of Responses:
( 1)	Represents 20% vesting of a previous 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 vested and was distributed on 12/15/2010. The transaction represents a change in the form of beneficial ownership from indirect to direct.
( 2)	Represents award of restricted stock dated February 2, 2009 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The shares of restricted stock will vest as follows: 19,904 shares on December 15, 2011, 19,904 shares on December 17, 2012, and 19,904 shares on December 16, 2013 or, if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon his termination of employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.
( 3)	In accordance with a rule 10b5-1 Sales Plan, shares were sold for taxes at vest.
( 4)	Represents value of restricted stock at time of vesting and is the value of services rendered by the Reporting Person to the Issuer.
( 5)	Represents shares allocated to Mr. Keegan's account under the Astoria Federal Savings and Loan Association Employee Stock Ownership Plan ("ESOP") as of September 30, 2010 and held in the ESOP Trust.
( 6)	Represents award of restricted stock dated December 20, 2006 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The restricted stock will vest on January 9, 2012 or, if earlier, upon the death, Disability or retirement at normal retirement age, or Change of Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon his termination of the employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.
( 7)	Represents award of restricted stock dated January 28, 2008 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The restricted stock will vest on January 28, 2013 or, if earlier, upon the death, Disability or Change of Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon his termination of the employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.
( 8)	Represents award of restricted stock dated February 1, 2010 pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation (the 2005 Plan). The shares of restricted stock will vest as follows: 13,824 shares on December 14, 2011, 13,824 shares on December 14, 2012, 13,824 shares on December 16, 2013 and 13,824 shares on December 15,2014 or, if earlier, upon the death, Disability or Change in Control (as such terms are defined in the 2005 Plan) or, pursuant to the terms of his employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon his termination of employment by the Company or the Association prior to the end of the term of such employment agreements without Cause, as defined therein.
( 9)	Options were granted pursuant to the 1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1999 Plan.
( 10)	Options were granted pursuant to the 2003 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 2003 Plan.
( 11)	Options were granted pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KEEGAN GERARD C ONE ASTORIA FEDERAL PLAZA LAKE SUCCESS, NY 11042	X		Vice Chairman &Chief Admin Off

Signatures
Gerard C. Keegan		12/17/2010
^** 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).
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