As filed with the Securities and Exchange Commission on March 19, 2004
                                                           Registration No.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                               ------------------

                          Astoria Financial Corporation
             (Exact name of registrant as specified in its charter)


       Delaware                                      11-3170868
-------------------------------           ------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                            One Astoria Federal Plaza
                          Lake Success, New York 11042
                                 (516) 327-3000
          (Address, including Zip Code, of principal executive offices)

                               ------------------


       Astoria Federal Savings and Loan Association Incentive Savings Plan

                            (Full title of the Plans)

                               ------------------


                           Mr. George L. Engelke, Jr.
                    Chairman of the Board and Chief Executive
                                     Officer
                            One Astoria Federal Plaza
                          Lake Success, New York 11042
                                 (516) 327-3000


                                    Copy to:


   W. Edward Bright, Esq.                       Alan P. Eggleston, Esq.
Thacher Proffitt & Wood LLP        Executive Vice President and General Counsel
Two World Financial Center                  One Astoria Federal Plaza
      - 28th Floor                        Lake Success, New York 11042
New York, New York 10281                           (516) 327-3000
(212) 912-7400

     (Name and address, including Zip Code, telephone number and area code,
                              of agent for service)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

=================================================================================================================================
                                                               Proposed Maximum          Proposed Maximum
Title of Securities to be Register Amount to be Registered  Offering Price Per Share  Aggregate Offering Price      Amount of
                                            (1)                       (2)                       (2)             Registration Fee
---------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                           <C>                   <C>                      <C>
  Common Stock, $0.01 par value        338,323 shares               $37.40                 $12,653,281              $1,604
=================================================================================================================================
</TABLE>

(1)  Based on three times the number of shares of common stock of Astoria
     Financial Corporation (the "Company") purchased within the Astoria Federal
     Savings and Loan Association Incentive Savings Plan ("Plan") during 2003.

(2)  Estimated solely for purpose of calculating the registration fee in
     accordance with Rule 457 of the Securities Act of 1933, pursuant to which
     shares of common stock of the Company offered pursuant to the Plan are
     deemed to be offered at $37.40 per share, the average of the daily high and
     low sales prices of common stock of the Company on the New York Stock
     Exchange at the close of trading as of March 17, 2004.

(3)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered pursuant to the employee benefit plan described herein.

================================================================================
<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.       Plan Information.

              Not required to be filed with the Securities and Exchange
Commission (the "Commission").

Item 2.       Registrant Information and Employee Plan Annual Information.

              Not required to be filed with the Commission

              Note: The document containing the information specified in this
Part I will be sent or given to employees as specified by Rule 428(b)(1). Such
document need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").

                                     PART II

Item 3.       Incorporation of Documents by Reference.

     (1)      the description of Registrant's Common Stock contained in
              Registrant's Registration Statement on Form 8-A, dated April 24,
              2002;

     (2)      Registrant's Annual Report on From 10-K for the fiscal year ended
              December 31, 2003;

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the end of the fiscal year ended December 31,
2002 and prior to the filing of a post-effective amendment which indicates that
all Common Stock offered hereby has been sold or which deregisters all Common
Stock then remaining unsold, shall be deemed to be incorporated by reference
into this registration statement and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.


                                      -2-
<PAGE>



              Astoria Financial Corporation will provide without charge to each
person to whom this Prospectus is delivered, upon request of any such person, a
copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents). Written requests should be directed to
the Human Resources Department, Astoria Federal Savings and Loan Association,
One Astoria Federal Plaza, Lake Success, New York, 11042-1085. Telephone
requests may be directed to (516) 327-3000.

Item 4.       Description of Securities.

              Not applicable.

Item 5.       Interests of Named Experts and Counsel.

              Not applicable.

Item 6.       Indemnification of Directors and Officers.

                  The Registrant's authority to indemnify its officers and
directors is governed by the provisions of Section 145 of the Delaware General
Corporation Law, as amended ("GCL") and by the Certificate of Incorporation of
the Registrant. Section 145 of the GCL authorizes a court to award or a
corporation's Board of Directors to grant indemnification to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.

                  Article Tenth of the Certificate of Incorporation of the
Registrant provides that any person who is made a party or is threatened to be
made a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact that he
or she is or was a director or officer of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another corporation, will be indemnified and held harmless by the Registrant to
the fullest extent authorized by the GCL. Such indemnification shall apply
whether the basis of such proceeding is alleged action in an official capacity
as a director, officer, employee or agent or in any other capacity while serving
as a director, officer, employee or agent. Such indemnification shall be against
all expenses, liability and loss (including attorneys' fees, judgments, fines,
excise taxes or penalties imposed under the Employee Retirement Income Security
Act of 1974, as amended, and amounts paid in settlement) reasonably incurred or
suffered in connection with the proceeding. This right to indemnification
includes, to the extent permitted by the GCL, the right to be paid by the
Registrant the expenses incurred in defending any such proceeding in advance of
its final determination.

                  If a claim for indemnification is not paid in full by the
Registrant within sixty days after a written claim has been received by the
Registrant, the indemnitee may at any time thereafter bring suit against the
Registrant to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit (or in a suit brought by the Registrant to recover an
advancement of expenses), the indemnitee shall be entitled to be paid also the
expenses of prosecuting (or defending) such suit. In any such suit, it shall be
a
                                      -3-
<PAGE>



defense to the Registrant that the indemnitee has not met any applicable
standard for indemnification set forth in the GCL. The burden of proof in any
such suit shall be on the Registrant to prove that the indemnitee is not
entitled to be indemnified.

                  The right of indemnification conferred in Article Tenth of the
Certificate of Incorporation shall not be exclusive of any right which any
person may have or hereafter acquire under any statute, the Registrant's Bylaws,
agreement, vote of stockholders, disinterested directors, or otherwise. The
Registrant maintains directors' and officers' liability insurance coverage for
all directors and officers of Astoria Financial Corporation and its subsidiaries
and has contractual obligations to provide such indemnification and insurance
pursuant to employment agreements with each of its executive officers.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
Astoria Financial Corporation pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  4.1      Astoria Federal Savings and Loan Association
                           Incentive Savings Plan

                  4.2      Certificate of Incorporation of Astoria Financial
                           Corporation, incorporated by reference to the
                           Registrant's Registration Statement on Form S-1,
                           dated October 1, 1993, as amended (Registration No.
                           33-67044), as amended by an amendment incorporated by
                           reference to the Registrant's Form 10-Q/A filed on
                           September 10, 1998.

                  4.3      Rights Agreement dated as of July 17, 1996 between
                           Astoria Financial Corporation and Chase Mellon
                           Shareholder Services, L.L.C., incorporated by
                           reference to the Registrant's Registration Statement
                           on Form 8-K/A dated July 17, 1996, as amended by
                           amendment No. 1 incorporated by reference to the
                           Registrant's Current Report on Form 8-K/A dated April
                           10, 1998 and amendment No. 2 incorporated by
                           reference to Registrant's Quarterly Report on Form
                           10-Q for the quarter ended September 30, 1999 and
                           filed with the Commission on November 13, 1999.

                  4.4      Bylaws of Astoria Financial Corporation, incorporated
                           by reference to the Registrant's Annual Report on
                           Form 10-K for the fiscal year ended December 31,
                           1998, which was filed with the Commission on March
                           24, 1999, pursuant to the Securities Exchange Act of
                           1934, as amended.


                                      -4-
<PAGE>


                  23.1     Consent of KPMG LLP.

Item 9.           Undertakings.

         A. Qualification of Plan. The undersigned Registrant hereby undertakes
that it will submit or has submitted the Plan and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the Plan under section
401(a) of the Internal Revenue Code of 1986, as amended.

         B. Rule 415 offering. The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration Statement:

                           (i) To include  any  prospectus  required  by Section
10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price represent no more than 20% change in
the  maximum  aggregate   offering  price  set  forth  in  the  "Calculation  of
Registration Fee" table in the effective registration statement; and

                           (iii)  To  include  any  material   information  with
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in the  registration
statement;

                           Provided, however, that paragraphs (2)(i) and (2)(ii)
of this  section do not apply if the  registration  statement  is on Form S-3 or
Form S-8,  and the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
registrant  pursuant  to  Section  13 or  15(d)  of the  Exchange  Act  that are
incorporated by reference in the registration Statement.

                  (2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.


                                      -5-
<PAGE>



                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         C. Filings incorporating subsequent Exchange Act documents by
reference. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         D. Incorporated annual and quarterly reports. The undersigned
registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.

         E. Filing of registration on Form S-8. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant for expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.



                                      -6-
<PAGE>



                                                    SIGNATURES

                  Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Lake Success, State of New York on the __ of
February, 2004.

                                        Astoria Financial Corporation
                                        (Registrant)


                                        By: /s/ George L. Engelke, Jr.
                                            ------------------------------------
                                            George L. Engelke, Jr.
                                            Chairman of the Board, President and
                                            Chief Executive Officer

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
                  Signature                                       Title                              Date
---------------------------------------------------------------------------------------------------------------------
<S>                                            <C>                                         <C>
                                               Director, Chairman of the Board and         March 19, 2004
/s/ George L. Engelke, Jr                      Chief Executive Officer (Principal
--------------------------------------------   Executive Officer)
         George L. Engelke, Jr.

/s/ Gerard C. Keegan                           Director, Vice Chairman, Chief              March 19, 2004
--------------------------------------------   Administrative Officer
         Gerard C. Keegan

/s/ Monte N. Redman                            Executive Vice President and Chief          March 19, 2004
--------------------------------------------   Financial Officer
         Monte N. Redman

/s/ Andrew M. Burger                           Director                                    March 19, 2004
--------------------------------------------
         Andrew M. Burger

/s/ John J. Conefry, Jr.                       Director                                    March 19, 2004
--------------------------------------------
         John J. Conefry, Jr.

/s/ Denis J. Connors                           Director                                    March 19, 2004
--------------------------------------------
         Denis J. Connors

/s/ Robert J. Conway                           Director                                    March 19, 2004
--------------------------------------------
         Robert J. Conway


                                       -7-

<PAGE>




/s/ Thomas J. Donahue
--------------------------------------------   Director                                    March 19, 2004
         Thomas J. Donahue

/s/ Peter C. Haeffner, Jr.                     Director                                    March 19, 2004
--------------------------------------------
         Peter C. Haeffner, Jr.

/s/ Ralph F. Palleschi                         Director                                    March 19, 2004
--------------------------------------------
         Ralph F. Palleschi

/s/ Lawrence W. Peters                         Director                                    March 19, 2004
--------------------------------------------
         Lawrence W. Peters

/s/ Thomas V. Powderly                         Director                                    March 19, 2004
--------------------------------------------
         Thomas V. Powderly

                                               Director                                    March __, 2004
--------------------------------------------
         Leo J. Waters

/s/ Donald D. Wenk                             Director                                    March 19, 2004
--------------------------------------------
         Donald D. Wenk
</TABLE>


                                       -8-

<PAGE>

<TABLE>
<CAPTION>

                                   EXHIBIT INDEX



      Exhibit
       Number                                                 Description
------------------   ---------------------------------------------------------------------------------

<S>     <C>          <C>
        4.1          Astoria Federal Savings and Loan Association Incentive Savings Plan

        4.2          Certificate of Incorporation of Astoria Financial Corporation, incorporated by
                     reference to the Registrant's Registration Statement on
                     Form S-1, dated October 1, 1993, as amended (Registration
                     No. 33-67044), as amended by an amendment incorporated by
                     reference to the Registrant's Form 10-Q/A filed on
                     September 10, 1998.

        4.3          Rights Agreement dated as of July 17, 1996 between Astoria Financial Corporation
                     and Chase Mellon Shareholder Services, L.L.C., incorporated by reference to the
                     Registrant's Registration Statement on Form 8-K/A dated July 17, 1996, as
                     amended by amendment  No. 1 incorporated by reference to the Registrant's
                     Current Report on Form 8-K/A dated April 10, 1998 and amendment No. 2
                     incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the
                     quarter ended September 30, 1999 and filed with the Commission on November
                     13, 1999.

        4.4          Bylaws of Astoria Financial Corporation, incorporated by reference to the
                     Registrant's Annual Report on Form 10-K for the fiscal year ended
                     December 31, 1998, which was filed with the Commission on March 24,
                     1999, pursuant to the Securities Exchange Act of 1934, as amended.

        23.1         Consent of KPMG LLP.

</TABLE>



                                       -9-
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{"company-data": {"conformed-name": "ASTORIA FINANCIAL CORP", "cik": "0000910322", "assigned-sic": "6035", "irs-number": "113170868", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113745", "film-number": "04679739"}, "business-address": {"street1": "ONE ASTORIA FEDERAL PLAZA", "city": "LAKE SUCCESS", "state": "NY", "zip": "11042-1085", "phone": "5163273000"}, "mail-address": {"street1": "ONE ASTORIA FEDERAL PLAZA", "city": "LAKE SUCCESS", "state": "NY", "zip": "11042-1085"}}
As filed with the Securities and Exchange Commission on March 19, 2004
                                                           Registration No.
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               ------------------

                                    Form S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933
                               ------------------

                          Astoria Financial Corporation
             (Exact name of registrant as specified in its charter)

       Delaware                                      11-3170868
-------------------------------           ------------------------------------
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

                            One Astoria Federal Plaza
                          Lake Success, New York 11042
                                 (516) 327-3000
          (Address, including Zip Code, of principal executive offices)

                               ------------------

       Astoria Federal Savings and Loan Association Incentive Savings Plan

                            (Full title of the Plans)

                               ------------------

                           Mr. George L. Engelke, Jr.
                    Chairman of the Board and Chief Executive
                                     Officer
                            One Astoria Federal Plaza
                          Lake Success, New York 11042
                                 (516) 327-3000

                                    Copy to:

   W. Edward Bright, Esq.                       Alan P. Eggleston, Esq.
Thacher Proffitt & Wood LLP        Executive Vice President and General Counsel
Two World Financial Center                  One Astoria Federal Plaza
      - 28th Floor                        Lake Success, New York 11042
New York, New York 10281                           (516) 327-3000
(212) 912-7400

     (Name and address, including Zip Code, telephone number and area code,
                              of agent for service)
CALCULATION OF REGISTRATION FEE

=================================================================================================================================
                                                               Proposed Maximum          Proposed Maximum
Title of Securities to be Register Amount to be Registered  Offering Price Per Share  Aggregate Offering Price      Amount of
                                            (1)                       (2)                       (2)             Registration Fee
---------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value        338,323 shares               $37.40                 $12,653,281              $1,604
=================================================================================================================================
(1)  Based on three times the number of shares of common stock of Astoria
     Financial Corporation (the "Company") purchased within the Astoria Federal
     Savings and Loan Association Incentive Savings Plan ("Plan") during 2003.

(2)  Estimated solely for purpose of calculating the registration fee in
     accordance with Rule 457 of the Securities Act of 1933, pursuant to which
     shares of common stock of the Company offered pursuant to the Plan are
     deemed to be offered at $37.40 per share, the average of the daily high and
     low sales prices of common stock of the Company on the New York Stock
     Exchange at the close of trading as of March 17, 2004.

(3)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration statement also covers an indeterminate amount of interests to
     be offered pursuant to the employee benefit plan described herein.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.       Plan Information.

              Not required to be filed with the Securities and Exchange
Commission (the "Commission").

Item 2.       Registrant Information and Employee Plan Annual Information.

              Not required to be filed with the Commission

              Note: The document containing the information specified in this
Part I will be sent or given to employees as specified by Rule 428(b)(1). Such
document need not be filed with the Commission either as part of this
registration statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended ("Securities Act").

                                     PART II

Item 3.       Incorporation of Documents by Reference.

     (1)      the description of Registrant's Common Stock contained in
              Registrant's Registration Statement on Form 8-A, dated April 24,
              2002;

     (2)      Registrant's Annual Report on From 10-K for the fiscal year ended
              December 31, 2003;

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the end of the fiscal year ended December 31,
2002 and prior to the filing of a post-effective amendment which indicates that
all Common Stock offered hereby has been sold or which deregisters all Common
Stock then remaining unsold, shall be deemed to be incorporated by reference
into this registration statement and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any document which is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.

                                      -2-
Astoria Financial Corporation will provide without charge to each
person to whom this Prospectus is delivered, upon request of any such person, a
copy of any or all of the foregoing documents incorporated herein by reference
(other than exhibits to such documents). Written requests should be directed to
the Human Resources Department, Astoria Federal Savings and Loan Association,
One Astoria Federal Plaza, Lake Success, New York, 11042-1085. Telephone
requests may be directed to (516) 327-3000.

Item 4.       Description of Securities.

              Not applicable.

Item 5.       Interests of Named Experts and Counsel.

              Not applicable.

Item 6.       Indemnification of Directors and Officers.

                  The Registrant's authority to indemnify its officers and
directors is governed by the provisions of Section 145 of the Delaware General
Corporation Law, as amended ("GCL") and by the Certificate of Incorporation of
the Registrant. Section 145 of the GCL authorizes a court to award or a
corporation's Board of Directors to grant indemnification to directors and
officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.

                  Article Tenth of the Certificate of Incorporation of the
Registrant provides that any person who is made a party or is threatened to be
made a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative by reason of the fact that he
or she is or was a director or officer of the Registrant or is or was serving at
the request of the Registrant as a director, officer, employee or agent of
another corporation, will be indemnified and held harmless by the Registrant to
the fullest extent authorized by the GCL. Such indemnification shall apply
whether the basis of such proceeding is alleged action in an official capacity
as a director, officer, employee or agent or in any other capacity while serving
as a director, officer, employee or agent. Such indemnification shall be against
all expenses, liability and loss (including attorneys' fees, judgments, fines,
excise taxes or penalties imposed under the Employee Retirement Income Security
Act of 1974, as amended, and amounts paid in settlement) reasonably incurred or
suffered in connection with the proceeding. This right to indemnification
includes, to the extent permitted by the GCL, the right to be paid by the
Registrant the expenses incurred in defending any such proceeding in advance of
its final determination.

                  If a claim for indemnification is not paid in full by the
Registrant within sixty days after a written claim has been received by the
Registrant, the indemnitee may at any time thereafter bring suit against the
Registrant to recover the unpaid amount of the claim. If successful in whole or
in part in any such suit (or in a suit brought by the Registrant to recover an
advancement of expenses), the indemnitee shall be entitled to be paid also the
expenses of prosecuting (or defending) such suit. In any such suit, it shall be
a
                                      -3-
defense to the Registrant that the indemnitee has not met any applicable
standard for indemnification set forth in the GCL. The burden of proof in any
such suit shall be on the Registrant to prove that the indemnitee is not
entitled to be indemnified.

                  The right of indemnification conferred in Article Tenth of the
Certificate of Incorporation shall not be exclusive of any right which any
person may have or hereafter acquire under any statute, the Registrant's Bylaws,
agreement, vote of stockholders, disinterested directors, or otherwise. The
Registrant maintains directors' and officers' liability insurance coverage for
all directors and officers of Astoria Financial Corporation and its subsidiaries
and has contractual obligations to provide such indemnification and insurance
pursuant to employment agreements with each of its executive officers.

                  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
Astoria Financial Corporation pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.

Item 7.           Exemption from Registration Claimed.

                  Not applicable.

Item 8.           Exhibits.

                  4.1      Astoria Federal Savings and Loan Association
                           Incentive Savings Plan

                  4.2      Certificate of Incorporation of Astoria Financial
                           Corporation, incorporated by reference to the
                           Registrant's Registration Statement on Form S-1,
                           dated October 1, 1993, as amended (Registration No.
                           33-67044), as amended by an amendment incorporated by
                           reference to the Registrant's Form 10-Q/A filed on
                           September 10, 1998.

                  4.3      Rights Agreement dated as of July 17, 1996 between
                           Astoria Financial Corporation and Chase Mellon
                           Shareholder Services, L.L.C., incorporated by
                           reference to the Registrant's Registration Statement
                           on Form 8-K/A dated July 17, 1996, as amended by
                           amendment No. 1 incorporated by reference to the
                           Registrant's Current Report on Form 8-K/A dated April
                           10, 1998 and amendment No. 2 incorporated by
                           reference to Registrant's Quarterly Report on Form
                           10-Q for the quarter ended September 30, 1999 and
                           filed with the Commission on November 13, 1999.

                  4.4      Bylaws of Astoria Financial Corporation, incorporated
                           by reference to the Registrant's Annual Report on
                           Form 10-K for the fiscal year ended December 31,
                           1998, which was filed with the Commission on March
                           24, 1999, pursuant to the Securities Exchange Act of
                           1934, as amended.

                                      -4-
23.1     Consent of KPMG LLP.

Item 9.           Undertakings.

         A. Qualification of Plan. The undersigned Registrant hereby undertakes
that it will submit or has submitted the Plan and any amendment thereto to the
Internal Revenue Service ("IRS") in a timely manner and has made or will make
all changes required by the IRS in order to qualify the Plan under section
401(a) of the Internal Revenue Code of 1986, as amended.

         B. Rule 415 offering. The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration Statement:

                           (i) To include  any  prospectus  required  by Section
10(a)(3) of the Securities Act;

                           (ii) To reflect in the prospectus any facts or events
arising  after the  effective  date of the  registration  statement (or the most
recent  post-effective   amendment  thereof)  which,   individually  or  in  the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement.  Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was  registered)  and any deviation  from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus  filed  with  the  Commission  pursuant  to Rule  424(b)  if,  in the
aggregate,  the changes in volume and price represent no more than 20% change in
the  maximum  aggregate   offering  price  set  forth  in  the  "Calculation  of
Registration Fee" table in the effective registration statement; and

                           (iii)  To  include  any  material   information  with
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in the  registration
statement;

                           Provided, however, that paragraphs (2)(i) and (2)(ii)
of this  section do not apply if the  registration  statement  is on Form S-3 or
Form S-8,  and the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained  in periodic  reports  filed by the
registrant  pursuant  to  Section  13 or  15(d)  of the  Exchange  Act  that are
incorporated by reference in the registration Statement.

                  (2) That, for the purpose of determining liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                      -5-
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         C. Filings incorporating subsequent Exchange Act documents by
reference. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

         D. Incorporated annual and quarterly reports. The undersigned
registrant hereby undertakes to deliver or cause to be delivered with the
prospectus, to each person to whom the prospectus is sent or given, the latest
annual report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3
or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus, to deliver, or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is specifically incorporated by reference in the prospectus to provide such
interim financial information.

         E. Filing of registration on Form S-8. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant for expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                      -6-
SIGNATURES

                  Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Village of Lake Success, State of New York on the __ of
February, 2004.

                                        Astoria Financial Corporation
                                        (Registrant)

                                        By: /s/ George L. Engelke, Jr.
                                            ------------------------------------
                                            George L. Engelke, Jr.
                                            Chairman of the Board, President and
                                            Chief Executive Officer

                  Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                       Title                              Date
---------------------------------------------------------------------------------------------------------------------
Director, Chairman of the Board and         March 19, 2004
/s/ George L. Engelke, Jr                      Chief Executive Officer (Principal
--------------------------------------------   Executive Officer)
         George L. Engelke, Jr.

/s/ Gerard C. Keegan                           Director, Vice Chairman, Chief              March 19, 2004
--------------------------------------------   Administrative Officer
         Gerard C. Keegan

/s/ Monte N. Redman                            Executive Vice President and Chief          March 19, 2004
--------------------------------------------   Financial Officer
         Monte N. Redman

/s/ Andrew M. Burger                           Director                                    March 19, 2004
--------------------------------------------
         Andrew M. Burger

/s/ John J. Conefry, Jr.                       Director                                    March 19, 2004
--------------------------------------------
         John J. Conefry, Jr.

/s/ Denis J. Connors                           Director                                    March 19, 2004
--------------------------------------------
         Denis J. Connors

/s/ Robert J. Conway                           Director                                    March 19, 2004
--------------------------------------------
         Robert J. Conway

                                       -7-
/s/ Thomas J. Donahue
--------------------------------------------   Director                                    March 19, 2004
         Thomas J. Donahue

/s/ Peter C. Haeffner, Jr.                     Director                                    March 19, 2004
--------------------------------------------
         Peter C. Haeffner, Jr.

/s/ Ralph F. Palleschi                         Director                                    March 19, 2004
--------------------------------------------
         Ralph F. Palleschi

/s/ Lawrence W. Peters                         Director                                    March 19, 2004
--------------------------------------------
         Lawrence W. Peters

/s/ Thomas V. Powderly                         Director                                    March 19, 2004
--------------------------------------------
         Thomas V. Powderly

                                               Director                                    March __, 2004
--------------------------------------------
         Leo J. Waters

/s/ Donald D. Wenk                             Director                                    March 19, 2004
--------------------------------------------
         Donald D. Wenk
-8-
EXHIBIT INDEX

      Exhibit
       Number                                                 Description
------------------   ---------------------------------------------------------------------------------
4.1          Astoria Federal Savings and Loan Association Incentive Savings Plan

        4.2          Certificate of Incorporation of Astoria Financial Corporation, incorporated by
                     reference to the Registrant's Registration Statement on
                     Form S-1, dated October 1, 1993, as amended (Registration
                     No. 33-67044), as amended by an amendment incorporated by
                     reference to the Registrant's Form 10-Q/A filed on
                     September 10, 1998.

        4.3          Rights Agreement dated as of July 17, 1996 between Astoria Financial Corporation
                     and Chase Mellon Shareholder Services, L.L.C., incorporated by reference to the
                     Registrant's Registration Statement on Form 8-K/A dated July 17, 1996, as
                     amended by amendment  No. 1 incorporated by reference to the Registrant's
                     Current Report on Form 8-K/A dated April 10, 1998 and amendment No. 2
                     incorporated by reference to Registrant's Quarterly Report on Form 10-Q for the
                     quarter ended September 30, 1999 and filed with the Commission on November
                     13, 1999.

        4.4          Bylaws of Astoria Financial Corporation, incorporated by reference to the
                     Registrant's Annual Report on Form 10-K for the fiscal year ended
                     December 31, 1998, which was filed with the Commission on March 24,
                     1999, pursuant to the Securities Exchange Act of 1934, as amended.

        23.1         Consent of KPMG LLP.
-9-