FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Callari Josie

2. Date of Event Requiring Statement (MM/DD/YYYY)
1/1/2012 

3. Issuer Name and Ticker or Trading Symbol

ASTORIA FINANCIAL CORP [AF]

(Last)        (First)        (Middle)

ONE ASTORIA FEDERAL PLAZA

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Executive Vice President /

(Street)

LAKE SUCCESS, NY US 11042       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   90745.14   D   (1)  
Common Stock   38698.24   I   (2) ESOP  
Common Stock   7921.74   I   (3) 401(k)  
Common Stock   7700   I   (4) RSA  
Common Stock   9700   I   (5) RSA  
Common Stock   8792   I   (6) RSA  
Common Stock   8760   I   (7) RSA  
Common Stock   8632   I   (8) RSA  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option   (9) 1/10/2006   12/17/2012   Common Stock   5554   $18   D    
Non-Statutory Stock Option   (9) 1/10/2006   12/17/2012   Common Stock   42896   $18   D    
Non-Statutory Stock Option   (10) 12/22/2005   12/16/2013   Common Stock   4098   $24.4   D    
Non-Statutory Stock Option   (10) 12/22/2005   12/16/2013   Common Stock   31452   $24.4   D    
Non-Statutory Stock Option   (10) 12/22/2005   12/14/2014   Common Stock   3754   $26.6267   D    
Non-Statutory Stock Option   (10) 12/22/2005   12/14/2014   Common Stock   43196   $26.6267   D    
Non-Statutory Stock Option   (11) 1/9/2009   12/20/2012   Common Stock   29150   $29.02   D    

Explanation of Responses:
( 1)  Includes shares acquired pursuant to the Astoria Financial Corporation Automatic Dividend Reinvestment Stock Purchase Plan which are exempt from the operation of Section 16 of the Securities Exchange Act of 1934 and are beneficially owned directly by Mrs. Callari and son (Francesco).
( 2)  Represents shares allocated to Mrs. Callari's account under the Astoria Federal Savings and Loan Association Employee Stock Ownership Plan ("ESOP") as of December 31, 2011 and held in the ESOP Trust.
( 3)  Represents shares held in the Employer Stock Fund of the Astoria Incentive Savings Plan ("401(k) Plan") for the account of Mrs. Callari as of December 31, 2011. Shares are held in the 401(k) Plan Trust.
( 4)  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 her employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon her 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.
( 5)  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 her employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon her 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.
( 6)  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: 4,396 shares on December 17, 2012 and 4,396 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 her employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon her 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.
( 7)  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: 2,920 shares on December 14, 2012, 2,920 shares on December 16, 2013 and 2,920 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 her employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon her 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.
( 8)  Represents award of restricted stock dated January 31, 2011 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: 2,158 shares on December 14, 2012, 2,158 shares on December 16, 2013, 2,158 shares on December 15, 2014, and 2,158 shares on December 14, 2015 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 her employment agreements with the Company and Astoria Federal Savings and Loan Association (the Association), upon her 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
Director 10% Owner Officer Other
Callari Josie
ONE ASTORIA FEDERAL PLAZA
LAKE SUCCESS, NY US 11042


Executive Vice President

Signatures
Josie Callari 1/9/2012
** 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 5(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 control number.
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