- 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 ^* MCCANN GARY T	2. Issuer Name and Ticker or Trading Symbol ASTORIA FINANCIAL CORP [AF]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) Executive Vice President
(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)	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							41400.03	I ⁽¹⁾	ESOP
Common Stock							19600	I ⁽³⁾	RSA
Common Stock							29300	I ⁽⁴⁾	RSA
Common Stock							37260	I ⁽⁶⁾	RSA
Common Stock							1597.64	I ⁽²⁾	401(k)
Common Stock							34608	I ⁽⁷⁾	RSA
Common Stock							36632	I ⁽⁵⁾	RSA
Common Stock							52768	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)
Incentive Stock Option ⁽⁸⁾	$ 18						1/10/2006	12/17/2012	Common Stock	5554		5554	D
Non-Statutory Stock Option ⁽⁸⁾	$ 18						1/10/2006	12/17/2012	Common Stock	43946		43946	D
Non-Statutory Stock Option ⁽⁹⁾	$ 24.40						12/22/2005	12/16/2013	Common Stock	4098		4098	D
Non-Statutory Stock Option ⁽⁹⁾	$ 24.40						12/22/2005	12/16/2013	Common Stock	52152		52152	D
Non-Statutory Stock Option ⁽⁹⁾	$ 26.6267						12/22/2005	12/14/2014	Common Stock	3754		3754	D
Non-Statutory Stock Option ⁽⁹⁾	$ 26.6267						12/22/2005	12/14/2014	Common Stock	86246		86246	D
Non-Statutory Stock Option ⁽¹⁰⁾	$ 29.02						1/9/2009	12/20/2012	Common Stock	84000		84000	D

Explanation of Responses:
( 1)	Represents shares allocated to Mr. McCann'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.
( 2)	Represents shares held in the Employer Stock Fund of the Astoria Incentive Savings Plan ("401(k) Plan") for the account of Mr. McCann as of December 31, 2011. Shares are held in the 401(k) Plan Trust.
( 3)	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.
( 4)	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.
( 5)	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: 18,316 shares on December 17, 2012 and 18,316 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.
( 6)	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: 12,420 shares on December 14, 2012, 12,420 shares on December 16, 2013 and 12,420 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.
( 7)	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: 8,652 shares on December 14, 2012, 8,652 shares on December 16, 2013, 8,652 shares on December 15, 2014, and 8,652 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 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.
( 8)	Options were granted pursuant to the 1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1999 Plan.
( 9)	Options were granted pursuant to the 2003 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 2003 Plan.
( 10)	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
MCCANN GARY T ONE ASTORIA FEDERAL PLAZA LAKE SUCCESS, NY US 11042			Executive Vice President

Signatures
Gary T. McCann		1/31/2012
^** Signature of Reporting Person		Date

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