Sec Form 4 Filing - EGGLESTON ALAN P @ ASTORIA FINANCIAL CORP - 2014-02-10

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 EGGLESTON ALAN P 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) SrEVP and Chief Risk Officer (Last) (First) (Middle) ONE ASTORIA FEDERAL PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 02/10/2014 (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 49,673.01 I ( 1 ) ESOP Common Stock 24,804.61 I ( 2 ) 401(k) Common Stock 12,420 I ( 3 ) RSA Common Stock 21,632 I ( 4 ) RSA Common Stock 20,360 I ( 5 ) RSA Common Stock 25,440 I ( 6 ) RSA Common Stock 02/10/2014 S 9,750 D $ 12.7552 ( 8 ) 235,995 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securit ies) 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 Exercisable Expiration Date Title Amount or Number of Shares Non-Statutory Stock Option ( 7 ) $ 26.6267 12/22/2005 12/14/2014 Common Stock 3,754 3,754 D Non-Statutory Stock Option ( 7 ) $ 26.6267 12/22/2005 12/14/2014 Common Stock 116,246 116,246 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other EGGLESTON ALAN P ONE ASTORIA FEDERAL PLAZA LAKE SUCCESS, NYUS 11042 SrEVP and Chief Risk Officer Signatures Alan P. Eggleston 02/10/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares allocated to Mr. Eggleston's account under the Astoria Federal Savings and Loan Association Employee Stock Ownership Plan ("ESOP") as of December 31, 2013 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. Eggleston as of December 31, 2013. Shares are held in the 401(k) Plan Trust. ( 3 )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 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. ( 4 )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: 10,816 shares on December 15, 2014, and 10,816 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. ( 5 )Represents award of restricted stock dated January 28, 2013 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: 10,180 shares on December 15, 2014, and 10,180 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. ( 6 )Represents award of restricted stock dated February 3, 2014 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: 8,480 shares on December 15, 2014, 8,480 shares on December 14, 2015, and 8,480 shares on December 14, 2016 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 )Options were granted pursuant to the 2003 Stock Option Plan for Officers and Employees of Astoria Financial Corporation, or the 2003 Plan. ( 8 )This transaction was executed in multiple trades at prices ranging from $12.75 to $12.76. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

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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