Sec Form 4 Filing - MCCANN GARY T @ ASTORIA FINANCIAL CORP - 2012-05-08

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 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

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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. Date of Earliest Transaction (MM/DD/YY) 05/08/2012 (Street) LAKE SUCCESS, NYUS 11042 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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) Code V Amount (A) or (D) Price Common Stock 46,104.4 I ( 1 ) ESOP Common Stock 1,619.99 I ( 2 ) 401(k) Common Stock 05/08/2012 S 37,334 D $ 9.27 27,634 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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/YY) 7. Title and Amount of Underlying Securities (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) Code V (A) (D) Date Exerci sable Expiration Date Title Amount or Number of Shares Incentive Stock Option ( 3 ) $ 18 01/10/2006 07/30/2012 Common Stock 5,554 5,554 D Non-Statutory Stock Option ( 3 ) $ 18 01/10/2006 07/30/2012 Common Stock 43,946 43,946 D Non-Statutory Stock Option ( 4 ) $ 24.4 12/22/2005 07/30/2012 Common Stock 4,098 4,098 D Non-Statutory Stock Option ( 4 ) $ 24.4 12/22/2005 07/30/2012 Common Stock 52,152 52,152 D Non-Statutory Stock Option ( 4 ) $ 26.6267 12/22/2005 07/30/2012 Common Stock 3,754 3,754 D Non-Statutory Stock Option ( 4 ) $ 26.6267 12/22/2005 07/30/2012 Common Stock 86,246 86,246 D Non-Statutory Stock Option ( 5 ) $ 29.02 01/09/2009 07/30/2012 Common Stock 84,000 84,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MCCANN GARY T ONE ASTORIA FEDERAL PLAZA LAKE SUCCESS, NYUS 11042 Executive Vice President Signatures Gary T. McCann by Yvonne Schade, Attorney-in-fact 05/08/2012 Signature of Reporting Person Date

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 March 31, 2012 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 March 31, 2012. Shares are held in the 401(k) Plan Trust. ( 3 )Options were granted pursuant to the 1999 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 1999 Plan. ( 4 )Options were granted pursuant to the 2003 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 2003 Plan. ( 5 )Options were granted pursuant to the 2005 Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2005 Plan.

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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