- Amended Annual Statement of Changes in Beneficial Ownership (5/A)

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 ^* HAEFFNER PETER C JR	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. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2011
(Street) LAKE SUCCESS, NY US 11042 (City) (State) (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY) 1/30/2012	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							5494	I ⁽¹⁾	RSA
Common Stock							3461	I ⁽²⁾	RSA
Common Stock							3160	I ⁽³⁾	RSA
Common Stock							13244	D

*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)
Non-Statutory Stock Option ⁽⁴⁾	$ 18.5467						1/15/2002	1/14/2012	Common Stock	6000		6000	D
Non-Statutory Stock Option ⁽⁴⁾	$ 24.1667						1/15/2004	1/14/2014	Common Stock	6000		6000	D
Non-Statutory Stock Option ⁽⁴⁾	$ 26.2333						1/18/2005	1/17/2015	Common Stock	6000		6000	D
Non-Statutory Stock Option ⁽⁴⁾	$ 29.79						1/17/2006	1/16/2016	Common Stock	6000		6000	D
Non-Statutory Stock Option ⁽⁴⁾	$ 29.72						1/16/2007	1/15/2017	Common Stock	6000		6000	D

Explanation of Responses:
( 1)	Represents award of restricted stock dated February 2, 2009 pursuant to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan, or the 2007 Plan. The restricted stock will vest on February 2, 2012 or, if earlier, upon the death, Disability, Mandatory Retirement, Change in Control or Involuntary Termination, all as specified in the 2007 Plan.
( 2)	Represents award of restricted stock dated February 1, 2010 pursuant to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan, or the 2007 Plan. The restricted stock will vest on February 1, 2013 or, if earlier, upon the death, Disability, Mandatory Retirement, Change in Control or Involuntary Termination, all as specified in the 2007 Plan.
( 3)	Represents award of restricted stock dated January 31, 2011 pursuant to the Astoria Financial Corporation 2007 Non-Employee Director Stock Plan, or the 2007 Plan. The restricted stock will vest on January 31, 2014 or, if earlier, upon the death, Disability, Mandatory Retirement, Change in Control or Involuntary Termination, all as specified in the 2007 Plan.
( 4)	Options were granted pursuant to the 1999 Stock Option Plan for Outside Directors of Astoria Financial Corporation, or the 1999 Plan.

Remarks:
Filed amended Form (5/A) on 1/31/2012 due to Power of Attorney (POA) document failing to display during original filing on 1/30/2012.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HAEFFNER PETER C JR ONE ASTORIA FEDERAL PLAZA LAKE SUCCESS, NY US 11042	X

Signatures
Peter C. Haeffner, Jr. by Steven G. Miss, attorney-in-fact		1/31/2012
^** 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 4(b)(v).
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