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 11042-1085
                                 (516) 327-3000
          (Address, including Zip Code, of principal executive offices)

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

              2003 Stock Option Plan for Officers and Employees of
                          Astoria Financial Corporation
                            (Full title of the Plan)

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

                           Mr. George L. Engelke, Jr.
                 Chairman, President and Chief Executive Officer
                          Astoria Financial Corporation
                            One Astoria Federal Plaza
                        Lake Success, New York 11042-1085
                                 (516) 327-3000

                                    Copy to:

     Alan P. Eggleston, Esq.                       W. Edward Bright, Esq.
   Executive Vice President and                  Thacher Proffitt & Wood LLP
         General Counsel                         Two World Financial Center
  Astoria Financial Corporation                   New York, New York 10281
    One Astoria Federal Plaza                          (212) 912-7400
Lake Success, New York 11042-1085
          (516) 327-3000
             (Name and address, including Zip Code, telephone number
                      and area code, of agent for service)
                          ---------------------------

<TABLE>
<CAPTION>
                                                 CALCULATION OF REGISTRATION FEE
===============================================================================================================================
    Title of Securities to be     Amount to be Registered      Proposed Maximum         Proposed Maximum         Amount of
           Registered                       (1)               Offering Price Per       Aggregate Offering    Registration Fee
                                                                  Share (2)                Price (2)
-------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                      <C>                        <C>                  <C>
  Common Stock, $0.01 par value       3,250,000 shares            $37.40                 $121,550,000            $15,401
===============================================================================================================================
</TABLE>

(1)  Based on the number of shares of common stock of Astoria Financial
     Corporation (the "Company") reserved for issuance upon exercise of options
     granted pursuant to the 2003 Stock Option Plan for Officers and Employees
     of Astoria Financial Corporation. In addition to such shares, this
     registration statement also covers an undetermined number of shares of
     common stock of the Company that, by reason of certain events specified in
     the Plans, may become issuable upon exercise of options through the
     application of certain anti-dilution provisions.
(2)  Estimated solely for purpose of calculating the registration fee in
     accordance with Rule 457 of the Securities Act of 1933, pursuant to which
     3,250,000 shares subject to outstanding options are deemed to be offered at
     $37.400 per share, the average of the daily high and low sales prices of
     common stock of the Company on the Nasdaq Stock Market at the close of
     trading as of March 17, 2004.
================================================================================

<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.

                  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 Form 10-K for the
                           fiscal year ended December 31, 2003; and

                  (3)      the Registrant's Proxy Statement for its Annual
                           Meeting of Shareholders held on May 21, 2003, filed
                           by the Registrant pursuant to section 14 of the
                           Exchange Act.

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,
2003 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.

                  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 Investor Relations Department, Astoria Financial Corporation,
One Astoria Federal Plaza, Lake Success, New York 11042. Telephone requests may
be directed to (212) 327-3000.


<PAGE>

ITEM 4.       DESCRIPTION OF SECURITIES.

                  Not applicable.

ITEM 5.       INTERESTS OF NAMED EXPERTS AND COUNSEL.

                  Not applicable.

ITEM 6.       INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                  Section 145 of the Delaware General Corporation Law ("DGCL"),
inter alia, empowers a Delaware corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding. If he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Similar indemnity is authorized for such person against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the shareholders or disinterested directors or by
independent legal counsel in a written opinion that indemnification is proper
because the indemnitee has met the applicable standard of conduct.

                  Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him, and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.

                  Article X of the Registrant's Certificate of Incorporation
requires the Company, among other things, to indemnify to the fullest extent
permitted by the DGCL, any person who is or was or has agreed to become a
director or officer of the Registrant, who was or is made a party to, or is
threatened to be made a party to, or has become a witness in, any threatened,
pending or completed action, suit or proceeding, including actions or suits by
or in the right of the Registrant, by reason of such agreement or service or the
fact that such person is, was or has agreed to serve as a director, officer,
employee or agent of another corporation or organization at the request of the
Registrant.

                  Article X also empowers the Registrant to purchase and
maintain insurance, at its expense, to protect itself and its directors and
officers, and those who were or have agreed to become


                                      -2-
<PAGE>

directors or officers, against any liability, regardless of whether or not the
Registrant would have the power to indemnify those persons against such
liability under the law or the provisions set forth in the Certificate of
Incorporation. The Registrant may also grant rights to indemnification and to
the advancement of expenses to its employees or agent to the fullest extent
permitted by the provisions of Article X.

                  Article XI of the Registrant's Certificate of Incorporation
provides that a director shall not be personally liable to the Registrant or its
shareholders for damages for breach of his fiduciary duty as a director, except
to the extent such exemption from liability or limitation thereof is expressly
prohibited by the DGCL. If the DGCL is amended to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Registrant shall be eliminated or limited to the
fullest extent permitted by the DGCL, as so amended.

                  In addition, the Registrant maintains a directors' and
officers' liability policy.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.       EXHIBITS.

              4.1     2003 Stock Option Plan for Officers and Employees of
                      Astoria Financial Corporation.

              4.2     Form of Incentive Stock Option Agreement under the 2003
                      Stock Option Plan for Officers and Employees of Astoria
                      Financial Corporation.

              4.3     Form of Non-Qualified Stock Option Agreement under the
                      2003 Stock Option Plan for Officers and Employees of
                      Astoria Financial Corporation.

              4.4     Certificate of Incorporation of Astoria Financial
                      Corporation, incorporated by reference to the Registrant's
                      Amended Quarterly Report on Form 10-Q/A for the quarter
                      ended June 30, 1998, and filed on September 10, 1998.

              4.5     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, and filed on
                      March 24, 1999.

              5       Opinion of Thacher Proffitt & Wood, counsel for
                      Registrant, as to the legality of the securities being
                      registered.

              23.1    Consent of Thacher Proffitt & Wood (included in Exhibit 5
                      hereof).

              23.2    Consent of KPMG LLP.

                                      -3-
<PAGE>

ITEM 9.       UNDERTAKINGS.

         A. 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; 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 (a)(1)(i) and
(a)(1)(ii) 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.

                  (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.

         B. 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.

         C. 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


                                      -4-
<PAGE>

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.

         D. 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.




                                      -5-
<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 March 19,
2004.

                                        Astoria Financial Corporation



                                        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, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.

<TABLE>
<CAPTION>
Name                                           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


                                       -6-

<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
--------------------------------------------
         Leo J. Waters

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



                                      -7-

<PAGE>

                                  EXHIBIT INDEX

  EXHIBIT NUMBER                            DESCRIPTION

        4.1          2003 Stock Option Plan for Officers and Employees of
                     Astoria Financial Corporation.

        4.2          Form of Incentive Stock Option Agreement under the 2003
                     Stock Option Plan for Officers and Employees of Astoria
                     Financial Corporation.

        4.3          Form of Non-Qualified Stock Option Agreement under the 2003
                     Stock Option Plan for Officers and Employees of Astoria
                     Financial Corporation.

        4.4          Certificate of Incorporation of Astoria Financial
                     Corporation, incorporated by reference to the Registrant's
                     Amended Quarterly Report on Form 10-Q/A for the quarter
                     ended June 30, 1998, and filed on September 10, 1998.

        4.5          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, and filed on
                     March 24, 1999.

        5            Opinion of Thacher Proffitt & Wood, counsel for Registrant,
                     as to the legality of the securities being registered.

        23.1         Consent of Thacher Proffitt & Wood (included in Exhibit 5
                     hereof).

        23.2         Consent of KPMG LLP.




                                      -8-
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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": "333-113785", "film-number": "04680827"}, "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 11042-1085
                                 (516) 327-3000
          (Address, including Zip Code, of principal executive offices)

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

              2003 Stock Option Plan for Officers and Employees of
                          Astoria Financial Corporation
                            (Full title of the Plan)

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

                           Mr. George L. Engelke, Jr.
                 Chairman, President and Chief Executive Officer
                          Astoria Financial Corporation
                            One Astoria Federal Plaza
                        Lake Success, New York 11042-1085
                                 (516) 327-3000

                                    Copy to:

     Alan P. Eggleston, Esq.                       W. Edward Bright, Esq.
   Executive Vice President and                  Thacher Proffitt & Wood LLP
         General Counsel                         Two World Financial Center
  Astoria Financial Corporation                   New York, New York 10281
    One Astoria Federal Plaza                          (212) 912-7400
Lake Success, New York 11042-1085
          (516) 327-3000
             (Name and address, including Zip Code, telephone number
                      and area code, of agent for service)
                          ---------------------------
CALCULATION OF REGISTRATION FEE
===============================================================================================================================
    Title of Securities to be     Amount to be Registered      Proposed Maximum         Proposed Maximum         Amount of
           Registered                       (1)               Offering Price Per       Aggregate Offering    Registration Fee
                                                                  Share (2)                Price (2)
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value       3,250,000 shares            $37.40                 $121,550,000            $15,401
===============================================================================================================================
(1)  Based on the number of shares of common stock of Astoria Financial
     Corporation (the "Company") reserved for issuance upon exercise of options
     granted pursuant to the 2003 Stock Option Plan for Officers and Employees
     of Astoria Financial Corporation. In addition to such shares, this
     registration statement also covers an undetermined number of shares of
     common stock of the Company that, by reason of certain events specified in
     the Plans, may become issuable upon exercise of options through the
     application of certain anti-dilution provisions.
(2)  Estimated solely for purpose of calculating the registration fee in
     accordance with Rule 457 of the Securities Act of 1933, pursuant to which
     3,250,000 shares subject to outstanding options are deemed to be offered at
     $37.400 per share, the average of the daily high and low sales prices of
     common stock of the Company on the Nasdaq Stock Market at the close of
     trading as of March 17, 2004.
================================================================================
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.

                  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 Form 10-K for the
                           fiscal year ended December 31, 2003; and

                  (3)      the Registrant's Proxy Statement for its Annual
                           Meeting of Shareholders held on May 21, 2003, filed
                           by the Registrant pursuant to section 14 of the
                           Exchange Act.

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,
2003 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.

                  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 Investor Relations Department, Astoria Financial Corporation,
One Astoria Federal Plaza, Lake Success, New York 11042. Telephone requests may
be directed to (212) 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.

                  Section 145 of the Delaware General Corporation Law ("DGCL"),
inter alia, empowers a Delaware corporation to indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (other than an action by or in the right of
the corporation) by reason of the fact that such person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding. If he or she
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. Similar indemnity is authorized for such person against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and
provided further that (unless a court of competent jurisdiction otherwise
provides) such person shall not have been adjudged liable to the corporation.
Any such indemnification may be made only as authorized in each specific case
upon a determination by the shareholders or disinterested directors or by
independent legal counsel in a written opinion that indemnification is proper
because the indemnitee has met the applicable standard of conduct.

                  Section 145 further authorizes a corporation to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him, and incurred by him in
any such capacity, or arising out of his status as such, whether or not the
corporation would otherwise have the power to indemnify him under Section 145.

                  Article X of the Registrant's Certificate of Incorporation
requires the Company, among other things, to indemnify to the fullest extent
permitted by the DGCL, any person who is or was or has agreed to become a
director or officer of the Registrant, who was or is made a party to, or is
threatened to be made a party to, or has become a witness in, any threatened,
pending or completed action, suit or proceeding, including actions or suits by
or in the right of the Registrant, by reason of such agreement or service or the
fact that such person is, was or has agreed to serve as a director, officer,
employee or agent of another corporation or organization at the request of the
Registrant.

                  Article X also empowers the Registrant to purchase and
maintain insurance, at its expense, to protect itself and its directors and
officers, and those who were or have agreed to become

                                      -2-
directors or officers, against any liability, regardless of whether or not the
Registrant would have the power to indemnify those persons against such
liability under the law or the provisions set forth in the Certificate of
Incorporation. The Registrant may also grant rights to indemnification and to
the advancement of expenses to its employees or agent to the fullest extent
permitted by the provisions of Article X.

                  Article XI of the Registrant's Certificate of Incorporation
provides that a director shall not be personally liable to the Registrant or its
shareholders for damages for breach of his fiduciary duty as a director, except
to the extent such exemption from liability or limitation thereof is expressly
prohibited by the DGCL. If the DGCL is amended to authorize corporate action
further eliminating or limiting the personal liability of directors, then the
liability of a director of the Registrant shall be eliminated or limited to the
fullest extent permitted by the DGCL, as so amended.

                  In addition, the Registrant maintains a directors' and
officers' liability policy.

ITEM 7.       EXEMPTION FROM REGISTRATION CLAIMED.

                  Not applicable.

ITEM 8.       EXHIBITS.

              4.1     2003 Stock Option Plan for Officers and Employees of
                      Astoria Financial Corporation.

              4.2     Form of Incentive Stock Option Agreement under the 2003
                      Stock Option Plan for Officers and Employees of Astoria
                      Financial Corporation.

              4.3     Form of Non-Qualified Stock Option Agreement under the
                      2003 Stock Option Plan for Officers and Employees of
                      Astoria Financial Corporation.

              4.4     Certificate of Incorporation of Astoria Financial
                      Corporation, incorporated by reference to the Registrant's
                      Amended Quarterly Report on Form 10-Q/A for the quarter
                      ended June 30, 1998, and filed on September 10, 1998.

              4.5     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, and filed on
                      March 24, 1999.

              5       Opinion of Thacher Proffitt & Wood, counsel for
                      Registrant, as to the legality of the securities being
                      registered.

              23.1    Consent of Thacher Proffitt & Wood (included in Exhibit 5
                      hereof).

              23.2    Consent of KPMG LLP.

                                      -3-
ITEM 9.       UNDERTAKINGS.

         A. 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; 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 (a)(1)(i) and
(a)(1)(ii) 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.

                  (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.

         B. 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.

         C. 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

                                      -4-
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.

         D. 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.

                                      -5-
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 March 19,
2004.

                                        Astoria Financial Corporation

                                        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, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated.
Name                                           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

                                       -6-
/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
--------------------------------------------
         Leo J. Waters

/s/ Donald D. Wenk                             Director                                    March 19, 2004
--------------------------------------------
         Donald D. Wenk
-7-
EXHIBIT INDEX

  EXHIBIT NUMBER                            DESCRIPTION

        4.1          2003 Stock Option Plan for Officers and Employees of
                     Astoria Financial Corporation.

        4.2          Form of Incentive Stock Option Agreement under the 2003
                     Stock Option Plan for Officers and Employees of Astoria
                     Financial Corporation.

        4.3          Form of Non-Qualified Stock Option Agreement under the 2003
                     Stock Option Plan for Officers and Employees of Astoria
                     Financial Corporation.

        4.4          Certificate of Incorporation of Astoria Financial
                     Corporation, incorporated by reference to the Registrant's
                     Amended Quarterly Report on Form 10-Q/A for the quarter
                     ended June 30, 1998, and filed on September 10, 1998.

        4.5          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, and filed on
                     March 24, 1999.

        5            Opinion of Thacher Proffitt & Wood, counsel for Registrant,
                     as to the legality of the securities being registered.

        23.1         Consent of Thacher Proffitt & Wood (included in Exhibit 5
                     hereof).

        23.2         Consent of KPMG LLP.

                                      -8-