- Annual Statement of Changes in Beneficial Ownership (5)

FORM 5

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
[ ] Form 3 Holdings Reported
[ ] Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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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. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2010
(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	3. Trans. Code (Instr. 8)	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							165717	D
Common Stock							26870.83	I ⁽¹⁾	ESOP
Common Stock							22800	I ⁽²⁾	RSA
Common Stock							32700	I ⁽³⁾	RSA
Common Stock							59712	I ⁽⁴⁾	RSA
Common Stock							55296	I ⁽⁵⁾	RSA

*Table II - Derivative Securities Acquired, Disposed of, or 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 (MM/DD/YYYY)		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 at End of Issuer's Fiscal Year (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	4. Trans. Code (Instr. 8)	(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 ⁽⁶⁾	$16.5625	12/19/2010		J		6036 ⁽⁹⁾	1/10/2004	12/19/2010	Common Stock	6036	$0	0	D
Non-Statutory Stock Option ⁽⁶⁾	$16.5625	12/19/2010		J		113964 ⁽⁹⁾	1/10/2004	12/19/2010	Common Stock	113964	$0	0	D
Incentive Stock Option ⁽⁶⁾	$16.8333						1/10/2005	12/18/2011	Common Stock	5940		5940	D
Non-Statutory Stock Option ⁽⁶⁾	$16.8333						1/10/2005	12/18/2011	Common Stock	102060		102060	D
Incentive Stock Option ⁽⁶⁾	$18						1/10/2006	12/17/2012	Common Stock	5554		5554	D
Non-Statutory Stock Option ⁽⁶⁾	$18						1/10/2006	12/17/2012	Common Stock	136946		136946	D
Non-Statutory Stock Option ⁽⁷⁾	$24.4						12/22/2005	12/16/2013	Common Stock	4098		4098	D
Non-Statutory Stock Option ⁽⁷⁾	$24.4						12/22/2005	12/16/2013	Common Stock	97902		97902	D
Non-Statutory Stock Option ⁽⁷⁾	$26.6267						12/22/2005	12/14/2014	Common Stock	3754		3754	D
Non-Statutory Stock Option ⁽⁷⁾	$26.6267						12/22/2005	12/14/2014	Common Stock	140246		140246	D
Non-Statutory Stock Option ⁽⁸⁾	$29.02						1/9/2009	12/20/2012	Common Stock	122900		122900	D

Explanation of Responses:
( 1)	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, 2010 and held in the ESOP Trust.
( 2)	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.
( 3)	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.
( 4)	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.
( 5)	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.
( 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.
( 9)	Options expired by their own terms without exercising.

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		1/21/2011
^** Signature of Reporting Person		Date

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