Astoria Financial Corp – ‘DEFA14A’ on 4/3/98

As of:  Friday, 4/3/98   ·   Accession #:  950130-98-1735   ·   File #:  0-22228

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Additional Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFA14A     Definitive Proxy Statement                            48    180K 

Document Table of Contents

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.  ) 

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      

[ ]  Preliminary Proxy Statement                                                

[ ]  Confidential, for Use of the Commission Only (as permitted by              
Rule 14a-6(e)(2))                                                     

[X]  Definitive Proxy Statement                                                 

[X]  Definitive Additional Materials                                            

[ ]  Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12          

Astoria Financial Corporation     
----------------------------------------------------  
  (Name of Registrant as Specified In Its Charter)

 -----------------------------------------------------------------------
 (Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[X]  No fee required.                                                           

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.   
1)   Title of each class of securities to which transaction applies:  
2)   Aggregate number of securities to which transaction applies:     
3)   Per unit price or other underlying value of transaction computed 
         pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):  
4)   Proposed maximum aggregate value of transaction:                 
5)   Total fee paid:                                                  

[ ]  Fee paid previously with preliminary materials.                            

[ ]  Check box if any part of the fee is offset as provided by Exchange Act Rule
  0-11(a)(2) and identify the filing for which the offsetting fee was paid
    previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.                   

1)   Amount Previously Paid:                                          
2)   Form, Schedule or Registration Statement No.:                    
3)   Filing Party:                                                    
4)   Date Filed:                                                      

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 6, 1998 

     The Annual Meeting of Shareholders of Astoria Financial Corporation will be
held on Wednesday, May 6, 1998, at 9:30 a.m., Eastern time, at the New Hyde Park
Inn, 214 Jericho Turnpike, New Hyde Park, New York 11040. The meeting will be   
held to consider and act upon the following matters:                            

1. The election of three directors for terms of three years each;     

2. The approval of an amendment to the Certificate of Incorporation of
        Astoria Financial Corporation to increase the authorized Common Stock of
Astoria Financial Corporation to 200,000,000 shares;            

3. The ratification of the appointment of independent auditors; and   

     4. Such other matters as may properly come before the Annual Meeting or any
adjournment or postponements thereof.                           

   Holders of record of Astoria Financial Corporation Common Stock as of the
close of business on March 23, 1998, are entitled to notice of and to vote at   
the Annual Meeting and any adjournment or postponement thereof. A list of       
shareholders entitled to vote at the Annual Meeting will be available at the    
meeting, and at Astoria Financial Corporation, One Astoria Federal Plaza, Lake  
Success, New York 11042-1085 and the New Hyde Park Inn at the address set forth 
above for a period of ten days prior to the meeting.                            

    IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, SIGN AND PROMPTLY RETURN   
THE ENCLOSED PROXY CARD IN THE ENCLOSED POSTAGE PAID ENVELOPE AS SOON AS        
POSSIBLE.                                                                       

                                     By Order of the Board of Directors,

                    William K. Sheerin
                                      Executive Vice President & Secretary

Dated:    April 2, 1998                                                         

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ASTORIA FINANCIAL CORPORATION 
ONE ASTORIA FEDERAL PLAZA 
LAKE SUCCESS, NEW YORK 11042-1085 

PROXY STATEMENT 
ANNUAL MEETING OF SHAREHOLDERS
MAY 6, 1998 

GENERAL INFORMATION                                                             

     This Proxy Statement and the accompanying proxy card are being furnished to
holders of Astoria Financial Corporation ("AFC") common stock in connection with
the solicitation of proxies by the Board of Directors of AFC (the "Board") for  
use at the AFC Annual Meeting of Shareholders to be held on May 6, 1998, and at 
any adjournment or postponement thereof (the "Annual Meeting"). The Annual      
Meeting will be held at 9:30 a.m., Eastern time, at the New Hyde Park Inn, 214  
Jericho Turnpike, New Hyde Park, New York 11040. Only holders of record of AFC's
issued and outstanding common stock, par value $0.01 per share ("AFC Common     
Stock"), as of the close of business on March 23, 1998 (the "Record Date") are  
entitled to vote at the Annual Meeting. The 1997 Annual Report to Shareholders, 
including the consolidated financial statements for the fiscal year ended       
December 31, 1997, accompanies this Proxy Statement and the proxy card which are
first being mailed or given to shareholders of record on or about April 2, 1998.

VOTING AND QUORUM REQUIREMENTS                                                  

 As of the Record Date, there were 26,364,760 shares of AFC Common Stock
issued and outstanding and entitled to vote at the Annual Meeting. Each share of
AFC Common Stock outstanding on the Record Date entitles the holder thereof to  
one vote on each matter to properly come before the Annual Meeting, except as   
described below. The presence, either in person or by proxy, of the holders of a
majority of all of the shares of AFC Common Stock entitled to vote at the Annual
Meeting is necessary to constitute a quorum at the Annual Meeting.              

The election of directors shall be by a plurality of votes cast by the
holders of AFC Common Stock present, in person or by proxy, and entitled to vote
thereon. Holders of AFC Common Stock may not vote their shares cumulatively with
respect to the election of directors. The approval of the amendment to the      
Certificate of Incorporation of AFC to increase the authorized AFC Common Stock 
to 200,000,000 shares requires the affirmative vote of the holders of a majority
of AFC Common Stock entitled to vote thereon. The ratification of the           
appointment of independent auditors and any other matters as may properly come  
before the Annual Meeting requires the affirmative vote of a majority of the    
votes cast by the holders of AFC Common Stock present, in person or by proxy,   
and entitled to vote thereon.                                                   

    Shares of AFC Common Stock as to which the "ABSTAIN" box has been selected
on the proxy card, with respect to the approval of the amendment to the         
Certificate of Incorporation of AFC to increase the authorized AFC Common Stock 
and to the ratification of appointment of KPMG Peat Marwick LLP as independent  
auditors for AFC, will be counted as present and entitled to vote and will have 
the effect of a                                                                 

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vote against the proposal so indicated. In contrast, shares of AFC Common Stock 
underlying broker non-votes will not be counted as present and entitled to vote 
and will have no effect on the vote on each matter presented except for the     
approval of the amendment to the Certificate of Incorporation of AFC to increase
the authorized AFC Common Stock, in which case broker non-votes will have the   
effect of a vote against the proposal.                                          

    EVERY PROPERLY EXECUTED PROXY THAT IS TIMELY RECEIVED BY AFC WILL BE VOTED
IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED THEREIN UNLESS OTHERWISE REVOKED. 
PROPERLY EXECUTED UNMARKED PROXIES WILL BE VOTED FOR THE ELECTION OF THE BOARD'S
NOMINEES AS DIRECTORS, FOR APPROVAL OF THE AMENDMENT TO THE CERTIFICATE OF      
INCORPORATION OF AFC TO INCREASE THE AUTHORIZED AFC COMMON STOCK AND FOR THE    
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS. IF YOU ARE A           
SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED AN  
ASSIGNMENT OF VOTING RIGHTS FROM THE SHAREHOLDER OF RECORD TO VOTE PERSONALLY AT
THE ANNUAL MEETING.                                                             

    Pursuant to the Certificate of Incorporation of AFC, no record shareholder
of AFC Common Stock which is beneficially owned, directly or indirectly, by a   
shareholder who as of the Record Date beneficially owns more than ten percent   
(10%) of the AFC Common Stock outstanding on such date will be entitled or      
permitted to vote any shares of AFC Common Stock in excess of ten percent (10%) 
of AFC Common Stock outstanding as of the Record Date. For purposes of this     
limitation, neither the Astoria Federal Savings and Loan Association            
("Association") Employee Stock Ownership Plan (the "ESOP") nor the trustee of   
such plan is considered the beneficial owner of the AFC Common Stock held by the
ESOP.                                                                           

REVOCATION OF PROXIES                                                           

  Any shareholder who executes a proxy has the right to revoke it at any
time before it is voted. A proxy may be revoked by delivering to the Secretary  
of AFC, at its principal office, either a written revocation or a proxy, duly   
executed, bearing a later date, or by attending the Annual Meeting and voting in
person.                                                                         

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS                                 

The following table sets forth certain information, as of February 27,
1998, with respect to the beneficial ownership of AFC Common Stock by each      
person or group of persons, as defined in Section 13(d)(3) of the Securities    
Exchange Act of 1934, as amended (the "Exchange Act"), known to AFC to be the   
beneficial owner of more than 5% of AFC voting stock. For purposes of the Annual
Meeting, the AFC Common Stock is the only AFC voting stock outstanding.         

                                                        [Enlarge/Download Table]
                                                                AMOUNT AND NATURE OF  PERCENT OF 
TITLE OF CLASS    NAME & ADDRESS OF BENEFICIAL OWNER            BENEFICIAL OWNERSHIP  CLASS      
----------------  --------------------------------------------  --------------------  ---------- 
                                                                                                 
Common            State Street Bank and Trust Company, Trustee       2,703,022 (1)        10.23 %
                  225 Franklin Street                                                            
                  Boston, Massachusetts                                                          
Common            FMR Corp.                                          1,696,870 (2)         6.42 %
                  82 Devonshire Street                                                           
                  Boston, Massachusetts 02109                                                    

(1)  State Street Bank and Trust Company ("State Street") is the trustee of the 
  ESOP, which is administered by the ESOP Committee consisting of four (4)
officers of the Association, one of whom is an executive officer of   

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 AFC. As of December 31, 1997, State Street held 2,581,224 shares of AFC
 Common Stock for the benefit of the participants of the ESOP. Under the
terms of the ESOP, the Trustee votes the shares held by the ESOP Trust
     based upon directions received from the participants as "named fiduciaries"
 in the ESOP. As of December 31, 1997, approximately 860,653 shares were
allocated to participants. For voting purposes, each participant as a 
     "named fiduciary" will be eligible to direct the Trustee how to vote at the
  Annual Meeting as to the number of shares of AFC Common Stock which have
been allocated to his or her account under the ESOP. The remaining    
     unallocated shares and any allocated shares with respect to which no voting
     instructions have been received, will be voted by the Trustee at the Annual
 Meeting in the same manner and proportion as the allocated shares, with
  respect to which voting instructions have been received, so long as such
     vote is in accordance with the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"). Due to the requirements of
   ERISA, the Trustee is deemed to have shared voting power as to all shares
held in the ESOP Trust. According to a filing on Schedule 13G dated   
 February 10, 1998, State Street also holds 121,798 shares as trustee or
   discretionary advisor of various collective investment funds for employee
benefit plans of other companies and other index accounts, as to which
State Street has sole voting and dispositive power.                   
(2)  According to a filing on Schedule 13G dated February 14, 1998, Edward C.   
   Johnson 3d and Abigail P. Johnson own 12.0 % and 24.5 %, respectively, of
     the outstanding voting common stock of FMR Corp. Mr. Johnson is Chairman of
FMR Corp. The members of the Johnson family may be deemed to form a   
    controlling group with respect to FMR Corp. Fidelity Management & Research
   Company, a wholly owned subsidiary of FMR Corp. and an investment advisor
 registered under Section 203 of the Investment Advisors Act of 1940, as
     amended, is the beneficial owner of 1,072,700 shares of AFC Common Stock as
  a result of acting as investment advisor to various investment companies
registered under Section 8 of the Investment Company Act of 1940. Mr. 
Johnson and FMR each claim sole dispositive power with respect to such
 shares of AFC Common Stock. Fidelity Management Trust Company, a wholly
     owned subsidiary of FMR Corp., is the beneficial owner of 624,170 shares of
     AFC Common Stock. Edward C. Johnson 3d and FMR Corp., through their control
of Fidelity Management Trust Company, each claim sole dispositive over
   624,170 shares of AFC Common Stock and sole power to direct the voting of
 484,970 shares, and no power to vote or to direct the voting of 129,200
shares of AFC Common Stock owned by institutional account(s).         

PROPOSAL NO. 1
ELECTION OF DIRECTORS 

     The Board consists of ten directors divided into three classes, two classes
consisting of three directors each and one class consisting of four directors.  
Upon election by the shareholders, the directors of each class serve for a term 
of three years, with the directors of one class elected each year.              

  In all cases, directors serve until their respective successors are duly
elected and qualified. Pursuant to the Bylaws of AFC, no person is eligible for 
election or appointment as a director who is seventy-five (75) years of age or  
older, and no person shall continue to serve as a director after the regular    
Board meeting immediately preceding his seventy-fifth (75th) birthday.          

The directors whose terms expire at the Annual Meeting are William J. 
Fendt, Robert G. Bolton and Thomas V. Powderly. Each of these directors         
(singularly the "Board Nominee" and collectively the "Board Nominees") has been 
nominated by the Board to stand for reelection, and, if elected, to serve for a 
term expiring at the annual meeting of shareholders of AFC to be held in 2001.  
Each Board Nominee has consented to being named in this Proxy Statement and to  
serve if elected.                                                               

    IF ANY BOARD NOMINEE SHOULD REFUSE OR BE UNABLE TO SERVE, THE PROXIES WILL
BE VOTED FOR SUCH PERSON AS SHALL BE DESIGNATED BY THE BOARD TO REPLACE SUCH    
NOMINEE. THE BOARD PRESENTLY HAS NO KNOWLEDGE THAT ANY OF THE BOARD NOMINEES    
WILL REFUSE OR BE UNABLE TO SERVE.                                              

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THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE BOARD NOMINEES FOR   
               ---
ELECTION AS DIRECTORS OF AFC FOR TERMS OF THREE YEARS EACH.                     

BOARD NOMINEES, DIRECTORS AND EXECUTIVE OFFICERS                                

The following table sets forth certain information regarding the Board
Nominees for election and members of the Board.                                 

                                                        [Enlarge/Download Table]

                                                                                      DIRECTOR    TERM 
NAME                       AGE (1)           POSITIONS HELD WITH AFC (2)             SINCE (3)  EXPIRES
------------------------  ------   ------------------------------------------------  ---------  -------
                                                                                                       
George L. Engelke, Jr.       59    Director, Chairman of the Board, President, &         1983     1999 
                                   Chief Executive Officer                                             
Gerard C. Keegan             51    Director, Vice Chairman and Chief                                   
                                   Administrative Officer                                1997     2000 
Robert G. Bolton             73    Director & Nominee                                    1988     1998 
Andrew M. Burger             63    Director                                              1975     2000 
Denis J. Connors             56    Director                                              1990     2000 
Thomas J. Donahue            57    Director                                              1990     2000 
William J. Fendt             72    Director & Nominee                                    1976     1998 
Peter C. Haeffner, Jr.       59    Director                                              1997     1999 
Ralph F. Palleschi           51    Director                                              1996     1999 
Thomas V. Powderly           60    Director & Nominee                                    1995     1998 


(1)  As of the Record Date.                                                     
(2)  All directors of AFC also serve as directors of the Association.           
(3)  All directors, except Messrs. Keegan, Haeffner, Palleschi and Powderly,    
   commenced service as directors of AFC on June 14, 1993, the date of AFC's
    incorporation. As to such directors, the dates set forth are the dates the
individuals commenced service as directors of the Association. Messrs.
    Keegan, Haeffner, Palleschi and Powderly commenced service as directors of
both AFC and the Association on the respective dates indicated above. 

The following table sets forth certain information regarding the non- 
director executive officers of AFC.                                             

                                                        [Enlarge/Download Table]

NAME                    AGE (1) POSITIONS HELD WITH AFC                                
---------------------  ------   -------------------------------------------------------
                                                                                       
Arnold K. Greenberg      57     Executive Vice President & Assistant Secretary         
Thomas W. Drennan        53     Executive Vice President                               
Monte N. Redman          47     Executive Vice President & Chief Financial Officer     
William K. Sheerin       62     Executive Vice President & Secretary                   
Alan P. Eggleston        44     Executive Vice President, Assistant Secretary &        
                                General Counsel                                        

(1)  As of the Record Date                                                      

    All executive officers of AFC have served as such since June 16, 1993, the
date of the first organizational meeting of AFC following its incorporation,    
except Messrs. Keegan and Eggleston, who have served as executive officers since
October 1997 and December 1995, respectively. All executive officers of AFC are 
elected annually and serve until their respective successors have been chosen,  
subject to their removal as officers at any time by the affirmative vote of a   
majority of the authorized number of directors                                  

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then constituting the Board. See "Executive Compensation - Employment           
Agreements".                                                                    

BIOGRAPHICAL INFORMATION                                                        

The following is a brief description of the business experience of the
directors, Board Nominees and executive officers for at least the past five     
years and their respective directorships, if any, with other public companies   
subject to the reporting requirements of the Exchange Act.                      

Directors and Board Nominees                                          

  GEORGE L. ENGELKE, JR. has been President and Chief Executive Officer of
AFC since its formation in 1993. He has served as Chairman of the Board and of  
the Board of Directors of the Association since April 1997. A certified public  
accountant, he joined the Association in 1971 as Vice President and Treasurer.  
He was named Executive Vice President and Treasurer in 1974, Chief Operating    
Officer in 1986 and President and Chief Executive Officer in 1989. Mr. Engelke  
is a past Chairman and current director of the Community Bankers Association of 
New York State and a former director of the Federal Home Loan Bank of New York  
and of America's Community Bankers. He is a member of the Thrift Institutions   
Advisory Panel to the Federal Reserve Bank of New York. He also serves as a     
director of Community Preservation Corporation and the Advisory Board of        
Neighborhood Housing Services of New York City, Inc. Mr. Engelke previously     
served as a member of the Financial Accounting Standards Advisory Council.      

     GERARD C. KEEGAN has been Vice Chairman and Chief Administrative Officer of
AFC and the Association since September 30, 1997 when he joined AFC following   
the merger of The Greater New York Savings Bank ("The Greater") with and into   
the Association ("The Greater Merger"). Prior to joining AFC, Mr. Keegan served 
from 1991 to 1997 as Chairman, President and Chief Executive Officer of The     
Greater. From 1988 to 1991, he served as President and Chief Operating Officer  
of The Greater. He served as a director of The Greater from 1988 to 1997.       

   ROBERT G. BOLTON, in 1989, retired from his position as Vice President of
the Association. Prior to his service with the Association, Mr. Bolton was Chief
Executive Officer of Oneonta Federal Savings and Loan Association, which was    
acquired by the Association in 1988.                                            

ANDREW M. BURGER is President of Atlantic Iron Works, Inc., a steel   
fabricating company located in Long Island City, New York.                      

DENIS J. CONNORS is the former Chairman and Chief Executive Officer of
Curran & Connors, Inc., a designer and publisher of annual reports.             

   THOMAS J. DONAHUE, a certified public accountant, retired as a partner of
Peat, Marwick, Mitchell & Co., the predecessor of KPMG Peat Marwick LLP, in     
1986. Following his retirement and prior to becoming a director of the          
Association, Mr. Donahue served as president and a director of other savings    
institutions from 1987 to 1990. Presently, Mr. Donahue is self-employed as a    
financial consultant.                                                           

  WILLIAM J. FENDT is a retired executive of New York Telephone Company, a
predecessor of Bell Atlantic.                                                   

    PETER C. HAEFFNER, JR. is Senior Managing Director, Corporate Advisory and
Finance Division,                                                               

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Financial Services Group, of Cushman & Wakefield, Inc., a real estate firm. Mr. 
Haeffner had served as Eastern Regional Director, Financial Services Group from 
May 1994 to December 1997. Previously, Mr. Haeffner was President and Managing  
Director of Sonnenblick-Goldman Company, a real estate firm, for eight years.   
Mr. Haeffner also serves as a director of Stewart Title Insurance Company of New
York and as a director of World Mae Association LLC, a global mortgage banking  
firm. Mr. Haeffner served as a director of The Greater from 1992 to 1997.       

 RALPH F. PALLESCHI, a certified public accountant, co-founded, in 1983,
First Long Island Investors, Inc., a registered investment advisor pursuant to  
the Investment Advisors Act of 1940, as amended, and a registered broker/dealer 
with the National Association of Securities Dealers, Inc. (NASD). He continues  
to serve as a director and is Executive Vice President and Chief Financial      
Officer of such company. He has also served from 1993 to 1997 as Chief Operating
Officer of the New York Islanders hockey team. From 1977 to 1983, he served as  
Vice President - Finance and Chief Financial Officer of Entenmann's Inc., a     
publicly traded food products company. From 1968 to 1977, he was employed by    
Peat Marwick Mitchell & Co., predecessor of KPMG Peat Marwick LLP.              

THOMAS V. POWDERLY served in a variety of capacities with Fidelity New
York, F.S.B. ("Fidelity") prior to its acquisition by the Association on January
31, 1995. From 1986 to 1990, he served as its Executive Vice President. In 1990,
he was appointed its President and Chief Operating Officer and in 1992 was named
its Chief Executive Officer. He was named Chairman of the Board of Directors of 
Fidelity in 1993. From 1993 until January 31, 1995, he served as its Chairman   
and Chief Executive Officer. Prior to 1986, Mr. Powderly held positions with    
Edward S. Gordon, Inc., a commercial real estate brokerage and management firm, 
and with several other thrift institutions.                                     

Executive Officers Who Are Not Directors                              

 ARNOLD K. GREENBERG has served as Executive Vice President of AFC since
December 1997, as Senior Vice President from its formation in 1993 to 1997 and  
as Assistant Secretary since December 1993. He joined the Association in 1975 as
Vice President and was appointed Senior Vice President in 1979 and as Executive 
Vice President in 1997. In 1986, Mr. Greenberg became Senior Vice President,    
Administration and Operations, and in January of 1993, Senior Vice President,   
Consumer Services.                                                              

   THOMAS W. DRENNAN, a certified public accountant, has served as Executive
Vice President of AFC since December 1997 and as Senior Vice President from its 
formation in 1993 to 1997. He joined the Association in 1986 as Senior Vice     
President, Mortgage Services. He also serves as the Association's Community     
Reinvestment Act Officer.                                                       

    MONTE N. REDMAN has served as Executive Vice President and Chief Financial
Officer of AFC since December 1997. He served as Senior Vice President,         
Treasurer and Chief Financial Officer of AFC from its formation in 1993 to 1997.
He joined the Association in 1977. In 1979, he was named Assistant Controller,  
and, in 1982, Assistant Vice President. Mr. Redman became Vice President,       
Investment Officer in 1985, in 1989 was appointed Senior Vice President,        
Treasurer and Chief Financial Officer and, in 1997 was appointed Executive Vice 
President and Chief Financial Officer.                                          

    WILLIAM K. SHEERIN has served as Executive Vice President and Secretary of
AFC since December 1997. He served as Senior Vice President and Secretary of AFC
from its formation in 1993 to 1997. He joined the Association in 1956. He was   
named Assistant Treasurer and promoted to Branch Manager in 1966.               

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In 1974, he was promoted to Secretary and head of Savings Operations. In 1979,  
he was given the additional title of Vice President and in 1986 he was appointed
Senior Vice President, Consumer Services. In 1993, Mr. Sheerin became Senior    
Vice President, Administrative Services and in 1997 became Executive Vice       
President and Secretary.                                                        

ALAN P. EGGLESTON has served as Executive Vice President and General  
Counsel of AFC since December 1997 and as Assistant Secretary since September   
1997. He served as Senior Vice President and General Counsel of AFC from 1995 to
1997. He joined the Association in 1993 as Vice President and General Counsel.  
In 1994, he was named Vice President and General Counsel of AFC. In 1995, he    
became First Vice President and General Counsel of AFC and the Association.     
Prior to joining the Association, he served as an officer and counsel to several
thrift institutions, including, from 1990 to 1993, as Senior Vice President and 
Secretary of National Savings Bank of Albany, a publicly traded thrift          
institution.                                                                    

COMMITTEES AND MEETINGS OF THE BOARD                                            

     The Board meets on a monthly basis and may have additional special meetings
upon the request of the Chairman, President and Chief Executive Officer or any  
three (3) members of the Board. During the fiscal year ended December 31, 1997, 
the Board met thirteen (13) times. During this period, no director attended     
fewer than 75% of the total number of meetings held of the Board and its        
committees on which such director served, except Mr. Donahue, who for health    
related reasons, attended over 73% of such meetings. The Board has established  
the following standing committees:                                              

   The Compensation Committee of AFC consists of Mr. Fendt, as Chairman, and
Messrs. Burger, Connors, Donahue and Palleschi. Mr. Engelke serves ex officio as
a non-voting member of the Compensation Committee. The function of the          
Compensation Committee is to review the performance and compensation of the     
officers of AFC, make recommendations to the Board with respect thereto and     
administer the Astoria Financial Corporation 1993 Incentive Stock Option Plan   
(the "Incentive Option Plan") and the 1996 Stock Option Plan for Officers and   
Employees of Astoria Financial Corporation (the "1996 Officer Option Plan")     
including the granting of options pursuant thereto. This committee meets as     
needed and met two (2) times during 1997.                                       

    The Nominating Committee currently consists of Messrs. Burger, Connors and
Donahue. The purpose of this committee is to recommend to the Board nominees for
election to the Board with respect to those directorships which become vacant or
whose terms expire at the next annual meeting of shareholders, to review any    
nominations for election to the Board made by any shareholder of AFC, and to    
determine compliance with the provisions of the Bylaws of AFC applicable        
thereto. See "Additional Information - 'Shareholders Proposals' and 'Notice of  
Business to be Conducted at an Annual Meeting'". The committee meets as needed  
and met one (1) time during 1997.                                               

The Audit Committee consists of Mr. Donahue, as Chairman, and Messrs.,
Burger, Connors, Fendt, and Powderly. The purpose of this committee is to meet  
with the independent and internal auditors of AFC and the Association and review
the plans and reports of such auditors. This committee meets, at a minimum, on a
quarterly basis, and met four (4) times during 1997.                            

  There is no family relationship between any director, any Board Nominee,
any officer or any significant employee of AFC, except that Mr. Connors' spouse 
is the first cousin of Mr. Sheerin.                                             

TRANSACTIONS WITH CERTAIN RELATED PERSONS                                       

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   It is the policy of AFC and the Association that all transactions between
AFC or the Association and its directors, executive officers, holders of 10% or 
more of the shares of any class of its common stock, and affiliates thereof,    
will contain terms no less favorable to AFC or the Association than could have  
been obtained by it in arms-length negotiations with unaffiliated persons and   
will be approved by a majority of independent outside directors of AFC or the   
Association, respectively, not having any interest in the transaction or, as    
allowed by law, are benefits provided generally to all full time employees of   
the Association on a nondiscriminatory basis and such benefits have been        
similarly approved by the Board. For a discussion of certain transactions       
involving AFC's directors, Board Nominees, executive officers or members of     
their families, see "Compensation Committee Interlocks and Insider              
Participation."                                                                 

    Effective after the close of business on September 30, 1997, AFC completed
The Greater Merger. Following The Greater Merger and in accordance with the     
terms thereof, Mr. Gerard C. Keegan was employed by AFC and the Association as  
Vice Chairman and Chief Administrative Officer and both Mr. Keegan and Mr. Peter
C. Haeffner, Jr. were elected by the Boards of Directors of AFC and the         
Association as directors of AFC and the Association.                            

  AFC and the Association have entered into new employment agreements with
Mr. Keegan to serve as Vice Chairman and Chief Administrative Officer and as a  
director of AFC and the Association, which agreements have an initial term of   
three years. The agreements provide for Mr. Keegan to serve at an initial       
minimum annual salary of $350,000 per year, subject to annual review and        
adjustment by the Board, and for an award of 15,000 shares of AFC Common Stock  
pursuant to the terms of the Astoria Federal Savings and Loan Association       
Recognition and Retention Plan for Officers and Employees ("Officers RRP"). Such
award is earned and distributed in three equal annual installments commencing on
January 10, 1998. The shares awarded to Mr. Keegan, based upon the closing price
of AFC Common Stock as quoted on the NASDAQ National Market, had a value as of  
December 31, 1997 of $836,250. For a description of the employment agreements   
between AFC and the Association and their executive officers, see "Employment   
Agreements" below.                                                              

     In connection with the Merger, AFC agreed to honor all existing employment,
severance and other compensation agreements and arrangements, including the     
employment agreement, as previously amended, and change in control letter       
agreement between The Greater and Mr. Keegan. Pursuant to the terms of The      
Greater Merger, AFC agreed to pay Mr. Keegan a cash amount in settlement of his 
employment agreements and change in control letter agreement with The Greater as
soon as practicable following The Greater Merger. Such payment, inclusive of an 
excise tax indemnity payment provided for in such agreements, was $5,212,898.   

  AFC also agreed with Mr. Keegan and three other individuals, all of whom
had been employees of The Greater, to convert, based upon the elections made by 
such individuals, all of the options to acquire The Greater's common stock held 
by such individual into options to purchase shares of AFC Common Stock. Based   
upon this agreement, AFC, upon completion of The Greater Merger, granted to Mr. 
Keegan aggregate options to purchase AFC Common Stock with respect to 147,590   
shares of AFC Common Stock with a weighted average exercise price equal to      
$14.6023 per share. Such options are non-statutory options and were immediately 
exercisable upon grant. The options have various remaining terms ranging from   
approximately ten months to eight years and ten months from the date of The     
Greater Merger that are equal to the terms of the converted options.            

   Prior to the effective date of The Greater Merger, The Greater maintained
The Retirement Plan of The Greater New York Savings Bank for Non-Employee       
Directors ("The Greater Directors Plan"). The                                   

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Greater Directors Plan provided each non-employee director of The Greater who   
had attained the age of 55 and completed five years of service as a director of 
The Greater with an annual retirement benefit equal to the director's annual    
retainer payable on the date of retirement ($24,000), reduced by 5% for each    
year (or fraction thereof) that the director's retirement date precedes the     
director's attainment of the age of 65 and increased to the actuarial equivalent
of the normal annual retirement benefit based upon interest rate and mortality  
assumptions specified in The Greater Directors Plan if the director's retirement
date is after the age of 65. The Greater Merger, as a "change in control", as   
defined in The Greater Directors Plan, resulted in Mr. Haeffner being entitled  
to an unreduced retirement benefit. Also, effective upon completion of The      
Greater Merger, the Deferred Compensation Plan for Non-Employee Directors of The
Greater was terminated. Mr. Haeffner's benefit under such plan was transferred  
to the AFC Directors Deferred Compensation Plan (the "Deferred Plan").          

     AFC also agreed, for a period of six years following The Greater Merger, to
indemnify and hold harmless certain persons, including Messrs. Keegan and       
Haeffner, (each, an "Indemnified Party"), against any costs or expenses         
(including reasonable attorneys' fees), judgments, fines, losses, claims,       
damages or liabilities (collectively, "Costs") incurred in connection with any  
claim, action, suit, proceeding or investigation arising out of matters existing
or occurring at or prior to the Merger, and to advance any such Costs to each   
Indemnified Party as they are from time to time incurred, in each case to the   
fullest extent then permitted under applicable law. In connection with The      
Greater Merger, AFC also purchased for a period of six years after The Greater  
Merger, policies of directors' and officers' liability insurance providing the  
same coverage and amount and containing terms which are no less advantageous to 
the beneficiaries thereof, including Messrs. Keegan and Haeffner, as maintained 
by The Greater prior to The Greater Merger.                                     

     Following the close of business on January 31, 1995, AFC acquired Fidelity,
of which Mr. Powderly was Chairman, President and Chief Executive Officer, by   
the merger of Fidelity with and into the Association. As of the consummation of 
the merger, AFC entered into a consulting agreement with Mr. Powderly (the      
"Consulting Agreement"). The Consulting Agreement expired January 31, 1998 in   
accordance with its terms. Pursuant to the Consulting Agreement, Mr. Powderly   
received from AFC in 1997 an annual consulting fee of $290,000.                 

    For a discussion of the compensation received by directors, Board Nominees
or executive officers, see "Director Compensation" and "Executive Compensation".

SECURITY OWNERSHIP OF MANAGEMENT                                                

     The following table sets forth certain information concerning the interests
in AFC Common Stock as of February 27, 1998 of each director or Board Nominee of
AFC, each executive officer of AFC named in the Summary Compensation Table (See 
"Executive Compensation - Summary Compensation Table") and all directors and    
executive officers of AFC as a group.                                           

                                                        [Enlarge/Download Table]

                                                                                    PERCENT  
                                                           AMOUNT AND NATURE          OF     
TITLE OF CLASS         NAME OF BENEFICIAL OWNER       OF BENEFICIAL OWNERSHIP (1)  CLASS (2) 
----------------  ----------------------------------  ---------------------------  --------- 
                                                                                             
Common            George L. Engelke, Jr.                      673,393 (3)(14)          2.51 %
Common            Gerard C. Keegan                            206,470 (4)(14)                
Common            Robert G. Bolton                            109,874 (5)(14)                
Common            Andrew M. Burger                            112,315 (14)                   
Common            Denis J. Connors                            124,262 (14)                   
Common            Thomas J. Donahue                           119,966 (6)(14)                
Common            William J. Fendt                            122,474 (14)                   

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                                                                                    PERCENT  
                                                           AMOUNT AND NATURE          OF     
TITLE OF CLASS         NAME OF BENEFICIAL OWNER       OF BENEFICIAL OWNERSHIP (1)  CLASS (2) 
----------------  ----------------------------------  ---------------------------  --------- 
                                                                                             
Common            Peter C. Haeffner, Jr.                        11,848 (7)(14)               
Common            Ralph F. Palleschi                             9,000 (14)                  
Common            Thomas V. Powderly                            85,727 (8)(14)               
Common            Arnold K. Greenberg                          269,320 (9)(14)         1.02 %
Common            Thomas W. Drennan                            212,425 (10)(14)              
Common            Monte N. Redman                              204,168 (11)(14)              
Common            William K. Sheerin                           226,358 (12)(14)              
Common            All Directors, Board Nominees                                              
                  and Executive Officers as a group                                          
                  (15 persons)                               2,423,797 (13)(14)        8.71 %

(1)  Except as otherwise indicated, each person listed has sole voting and      
    investment power with respect to the shares of AFC Common Stock indicated.
(2)  Except as otherwise indicated, the percent of class beneficially owned does
not exceed one percent (1.00%).                                       
(3)  Included are 62,000 shares of AFC Common Stock as to which Mr. Engelke has 
     shared voting and investment power, 52,900 shares of AFC Common Stock as to
which he has sole voting and no investment power, 6,906 shares of AFC 
    Common Stock as to which he has shared voting and no investment power, and
    8,293 shares of AFC Common Stock as to which he has shared voting and sole
investment power.                                                     
(4)  Included are 1,218 shares of AFC Common Stock as to which Mr. Keegan has   
     shared voting and investment power, 10,000 shares of AFC Common Stock as to
    which he has sole voting and no investment power, and 15,309 shares of AFC
Common Stock as to which he has shared voting and no investment power.
(5)  Included are 3,270 shares of AFC Common Stock as to which Mr. Bolton has   
shared voting and investment power.                                   
(6)  Included are 24,813 shares of AFC Common Stock as to which Mr. Donahue has 
shared voting and investment power.                                   
(7)  Included are 100 shares of AFC Common Stock as to which Mr. Haeffner has   
shared voting and investment power.                                   
(8)  Included are 6,784 shares of AFC Common Stock as to which Mr. Powderly has 
shared voting and investment power.                                   
(9)  Included are 63,518 shares of AFC Common Stock as to which Mr. Greenberg   
   has shared voting and investment power, 18,918 shares of AFC Common Stock
     as to which he has sole voting and no investment power, 6,906 shares of AFC
    Common Stock as to which he has shared voting and no investment power, and
     12,469 shares of AFC Common Stock as to which he has shared voting and sole
investment power.                                                     
(10) Included are 46,433 shares of AFC Common Stock as to which Mr. Drennan has 
     shared voting and investment power, 18,918 shares of AFC Common Stock as to
which he has sole voting and no investment power, 6,906 shares of AFC 
    Common Stock as to which he has shared voting and no investment power, and
    9,814 shares of AFC Common Stock as to which he has shared voting and sole
investment power.                                                     
(11) Included are 814 shares of AFC Common Stock as to which Mr. Redman has     
     shared voting and investment power, 18,918 shares of AFC Common Stock as to
which he has sole voting and no investment power, 6,906 shares of AFC 
    Common Stock as to which he has shared voting and no investment power, and
    7,931 shares of AFC Common Stock as to which he has shared voting and sole
investment power.                                                     
(12) Included are 68,962 shares of AFC Common Stock as to which Mr. Sheerin has 
shared voting power, 14,238                                           

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     shares of AFC Common Stock as to which he has sole voting and no investment
  power, 6,906 shares of AFC Common Stock as to which he has shared voting
    and no investment power, and 13,791 shares of AFC Common Stock as to which
he has shared voting and sole investment power.                       
(13) Included are 178,445 shares of AFC Common Stock as to which Directors,     
   Board Nominees and Executive Officers, as a group, have shared voting and
    investment power, 133,892 shares of AFC Common Stock as to which they have
   sole voting and no investment power, 54,647 shares of AFC Common Stock as
     to which they have shared voting and no investment power, and 53,078 shares
     of AFC Common Stock as to which they have shared voting and sole investment
power.                                                                
(14) Included are shares of AFC Common Stock which could be acquired within 60  
   days of February 27, 1998 pursuant to options to acquire AFC Common Stock
     as follows:, Mr. Engelke (356,880 shares), Mr. Keegan (147,590 shares), Mr.
 Bolton (67,314 shares), Mr. Burger (82,314 shares), Mr. Connors (82,314
shares), Mr. Donahue (82,314 shares), Mr. Fendt (62,314 shares), Mr.  
     Haeffner (6,000 shares), Mr. Palleschi (8,000 shares), Mr. Powderly (75,347
    shares), Mr. Greenberg (101,425 shares), Mr. Drennan (118,225 shares), Mr.
 Redman (106,825 shares), Mr. Sheerin (75,657 shares) and all Directors,
Board Nominees and Executive Officers as a group (1,394,357 shares).  

DIRECTOR COMPENSATION                                                           

DIRECTORS' AND OTHER FEE ARRANGEMENTS                                 

     All non-employee directors of AFC receive an annual retainer of $15,000. No
additional fees for attendance at Board or committee meetings are paid. The     
members of the Board also served as directors of the Association. All non-      
employee directors of the Association receive an annual retainer of $30,000. No 
additional fees for attendance at Association Board of Directors or committee   
meetings are paid.                                                              

DIRECTORS OPTION PLANS                                                

 AFC maintains the AFC 1993 Stock Option Plan for Outside Directors (the
"1993 Directors Option Plan"), which has remained frozen by the Board since     
1996, and the 1996 Stock Option Plan for Outside Directors of AFC (the "1996    
Directors Option Plan") pursuant to which non-employee directors of AFC and the 
Association are granted options on terms previously approved by the shareholders
of AFC.                                                                         

Pursuant to the 1996 Directors Option Plan, each person who was a non-
employee director of AFC or the Association on May 15,1996 was granted an       
initial option on such date to purchase 2,000 shares of AFC Common Stock. Each  
person who becomes a non-employee director of AFC or the Association after May  
15, 1996 is granted, on the 15th day of the month following the month in which  
he or she becomes a non-employee director, an option to purchase 4,000 shares of
AFC Common Stock at an exercise price per share equal to the closing bid        
quotation for AFC Common Stock on the NASDAQ Stock Market on the date of grant. 
In addition, on January 15th of each succeeding year, each person who is then a 
non-employee director receives a grant of an option to purchase an additional   
2,000 shares of AFC Common Stock at an exercise price per share equal to the    
closing bid quotation for AFC Common Stock on the NASDAQ Stock Market on the    
date of grant. All options granted pursuant to the 1996 Directors Option Plan   
vest and become exercisable upon grant.                                         

All options granted under the 1993 Directors Option Plan or the 1996  
Directors Option Plan expire upon the earlier of 10 years following the date of 
grant or one year following the date the director ceases to be a director for   
any reason other than removal for cause, in which case the director's options   
immediately terminate.                                                          

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DIRECTOR RRP                                                          

  The Association maintains the Association Recognition and Retention Plan
for Outside Directors (the "Director RRP") pursuant to which directors of AFC or
the Association who are not employees of AFC, the Association, or any of their  
affiliates have been awarded restricted shares of AFC Common Stock on terms     
previously approved by the shareholders of AFC.                                 

     Non-employee directors of AFC or the Association in 1993 received awards of
restricted shares which became fully vested and were distributed. Individuals   
who became non-employee directors after 1993 and before 1996 (Mr. Powderly)     
received an award of 10,176 restricted shares, subject to vesting in three equal
annual installments.                                                            

     In connection with the adoption of the 1996 Director Stock Option Plan, the
Director RRP was amended such that no further awards will be made pursuant to   
the Director RRP.                                                               

DIRECTORS' RETIREMENT PLAN                                            

   The Association maintains the Directors' Retirement Plan (the "Retirement
Plan") to provide retirement benefits for directors, who are not also employees 
of AFC or the Association, with at least 10 years of service as a director of   
AFC or the Association. The annual benefit is payable beginning in the month    
following termination of service as a director or attainment of age 65,         
whichever is later, and continues until the death of the retired director. The  
annual benefit amount is equal to 100% of the annualized aggregate rate of fees 
paid for service as a non-employee director of AFC or the Association for the   
last month of service prior to retirement, reduced by 10% for each year that the
director's years of service is less than 20.                                    

   The Retirement Plan provides that, in the event of a change of control of
AFC or the Association, each director may require the Association or its        
successor to pay either (i) a lump sum payment to the director, at the time of  
the change of control or such later date as the director ceases to serve as a   
director of AFC or the Association, equal to the actuarially determined present 
value of the future benefits payable to the director or (ii) an amount into a   
grantor trust established for the benefit of the director adequate to fund the  
benefits payable under the Retirement Plan as they become due.                  

DIRECTORS DEFERRED COMPENSATION PLAN                                  

     AFC has adopted the AFC Directors Deferred Compensation Plan (the "Deferred
Plan") which is an unfunded plan. Pursuant to the Deferred Plan, outside        
directors of either AFC or the Association may elect to defer receipt of all or 
any part of the directors' fees to which such director would otherwise be       
entitled. Deferred fees are carried on the books of AFC and are credited with   
interest quarterly at a rate equal to the average of AFC's consolidated cost of 
funds and yield on investments for the preceding quarter, unless the cost of    
funds exceeds the yield on investments, in which case the rate is based upon the
preceding quarter's consolidated yield on investments.                          

In the event of a change of control of AFC, the Association or other  
affiliated company, as defined in the Deferred Plan, each participating director
may elect that his fees, with accrued interest, be placed in a grantor trust    
established for the benefit of the director, applied to the purchase of an      
insurance company annuity contract to provide payments according to the         
director's previously selected payment schedule, or he may continue to rely upon
AFC or its successor for the payment of such benefits.                          

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DIRECTORS' DEATH BENEFIT                                              

     The Board has adopted the AFC Death Benefit Plan for Outside Directors (the
"Death Benefit Plan") which provides that in the event a non-employee director  
dies while in service as a director of AFC or the Association, the decedent's   
designated beneficiary will receive from AFC a payment equal to the aggregate   
directors' fees received by the director for the last month of service as a     
director of AFC and the Association annualized. If a director leaves the service
of AFC and the Association for any reason other than death, all rights to any   
benefit under the Death Benefit Plan cease.                                     

EXECUTIVE COMPENSATION                                                          

    The Report of the Compensation Committee on Executive Compensation and the
Stock Performance Chart shall not be deemed incorporated by reference by any    
general statement incorporating by reference this proxy statement into any      
filing under the Securities Act of 1933 (the "Securities Act") or the Exchange  
Act, except to the extent that AFC specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.             

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION        

     Under rules established by the SEC, AFC is required to provide certain data
and information regarding the compensation and benefits provided to AFC's Chief 
Executive Officer and certain other executives of AFC. The disclosure           
requirements for the Chief Executive Officer and such other executives include  
the use of tables and a report explaining the rationale and considerations that 
led to fundamental compensation decisions affecting those individuals. In       
fulfillment of this requirement, the Compensation Committee of AFC, at the      
direction of the Board, has prepared the following report for inclusion in this 
proxy statement.                                                                

  GENERAL. The compensation of the executive and other officers of AFC for
fiscal year 1997 was reviewed by the Compensation Committees of AFC and the     
Association and ratified by the Boards of Directors of AFC and the Association  
in December 1996.                                                               

   The Compensation Committee of AFC met on two occasions in fiscal 1997. It
limited its activities to granting stock options under the 1996 Officer Option  
Plan to, among others, executive officers, adopting certain policies with       
respect to the administration of the option plans of AFC, ratifying certain     
actions of the Association's Compensation Committee relating to payments earned 
by, among others, executive officers under the Association Incentive            
Compensation Plan for Select Executives (the "Incentive Compensation Plan"), and
the establishment of compensation levels for the executive officers of AFC for  
fiscal year 1998.                                                               

   EXECUTIVE COMPENSATION PHILOSOPHY. The primary objective of the executive
compensation program of AFC and the Association is to attract and retain highly 
skilled and motivated executive officers who will manage AFC in a manner to     
promote its growth and profitability and advance the interests of its           
shareholders. The compensation program is designed to provide levels of         
compensation which are competitive and reflective of the organization's         
performance in achieving its goals and objectives, both financial and non-      
financial, as determined in its business plan. The program aligns the interests 
of the executives with those of the shareholders of AFC by providing a          
proprietary interest in AFC, the value of which can be significantly enhanced by
the appreciation of AFC Common Stock. The program also seeks to adequately      
provide for the needs of the executive upon retirement based upon the length of 
service provided to AFC, the Association and their successors.                  

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In structuring its executive compensation program, among the factors  
considered by AFC is the before and after tax financial impact the program will 
have or likely have on AFC and the Association. Section 162(m) of the Internal  
Revenue Code of 1986, as amended (the "Code"), places a limitation of $1 million
for each executive named in the "Summary Compensation Table" below (the "Named  
Executive" or collectively the "Named Executives") on the deductibility of      
certain elements of compensation, as defined in the Code, paid to such executive
by either AFC or the Association. Among the factors which would influence the   
effect of this provision, in addition to the specific provisions of its         
compensation plans, is the date the specific plan was adopted or implemented, as
well as the composition of the Compensation Committees. This limitation does not
apply to all institutions within AFC's industry or to all companies from which  
it would recruit executive personnel. For 1997, based upon the current level and
composition of the compensation of its executive officers, the limitations      
contained in Section 162(m) of the Code have not had any adverse impact on the  
financial condition or results of operations of AFC.                            

   The executive compensation program of AFC consists of four elements: base
salary, short-term incentive compensation, long-term incentive compensation and 
retirement benefits. The following is a discussion of each of these components. 

BASE SALARY. Salary levels are designed to be competitive with cash   
compensation levels paid to similar executives at banking and thrift            
institutions of similar size and standing, giving due consideration to the      
marketplace in which AFC and the Association operate. Base salary is considered 
in conjunction with the short-term incentive compensation component of the      
executive compensation program. Base salary is set at a level to provide a      
reasonably competitive level of compensation even if AFC, due to factors outside
of the control of the executives, fails to meet its minimum threshold targets   
such that no awards are made under the short-term incentive component of the    
compensation program.                                                           

To determine whether or not base salary and short-term incentive      
compensation, discussed below, for 1997 were set at levels that were            
competitive, the Compensation Committee reviewed a number of sources of         
information, including SNL Executive Compensation Review 1996, Thrift           
Institutions, and the SNL Executive Compensation Review 1996, Commercial Banks. 
Particular emphasis was placed on those institutions that were of similar asset 
size to that of AFC. The total cash compensation level was then targeted at the 
high end of the survey data in recognition, in part, that such survey data is   
historical in nature.                                                           

  As a result of their analysis, the Compensation Committees approved, and
the Boards of Directors of AFC and the Association ratified, total 1997 base    
salary compensation, excluding Mr. Keegan, for the remaining six (6) executive  
officers of $1,866,250, compared to $1,737,000 paid to six such officers for    
1996. The Chief Executive Officer received an increase of $40,000, from $560,000
to $600,000, or 7.14%, effective January 1, 1997. The remaining five (5)        
executive officers received increases averaging 7.44%, ranging from a high of   
9.3% to a low of 6.1%. All such increases reflected contributions to the goals  
and objectives of AFC and the Association and the increased cost of living      
within the market from which AFC and the Association draw their work force. Mr. 
Keegan joined AFC and the Association as an executive officer commencing        
September 30, 1997. His compensation was negotiated as part of The Greater      
Merger.                                                                         

SHORT-TERM INCENTIVE COMPENSATION. Short-term incentive compensation  
consists of awards paid pursuant to the Association's Incentive Compensation    
Plan. The Board and Compensation Committee of AFC recognize that the operation  
of AFC is substantially impacted by the environment in which it operates. It is 
expected that its executives will maintain systems in place to monitor that     
environment and will take steps to foresee and manage the various risks that    
such environment presents. The Board and the Compensation Committee also believe
that to be effective, the attainment of targets established under the short term

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incentive component of the compensation program should be both attainable, yet  
very challenging.                                                               

  The Incentive Compensation Plan for 1997 provided for a target incentive
for the Chief Executive Officer equal to thirty-five percent (35%) of his base  
salary and, in the case of the other executive officers, including Mr. Keegan as
to that portion of his base salary earned while employed by AFC and the         
Association, equal to twenty-five percent (25%) of each executive's base salary.
Individual awards to the Chief Executive Officer are computed based upon AFC's  
consolidated financial performance, to the extent of eighty percent (80%) of the
award, and an evaluation of his contribution to and the overall level of        
achievement of the goals and objectives of AFC's business plan, to the extent of
twenty percent (20%) of the award. Other executive officers' awards were        
similarly computed with AFC's consolidated financial performance comprising     
seventy-five percent (75%) of the award and individual performance related to   
AFC's business plan comprising twenty-five percent (25%).                       

    The financial performance measurements utilized for 1997 for the financial
performance portion of such awards were as follows: (i) eighty percent (80%) of 
the financial performance measure was based upon the earnings per share of AFC; 
and (ii) twenty percent (20%) was based upon the return on average assets of    
AFC. For each of these measurements, a series of achievement levels was         
established, with each level assigned a percentage award from zero percent (0%) 
up to one hundred percent (100%). The zero percent (0%) award represented       
performance below a reasonable threshold level of achievement. If the range of  
performance specified for a one hundred percent (100%) award was exceeded, the  
executive could be paid an award of up to one hundred fifty percent (150%) of   
the financial performance measurement award. The Compensation Committee of the  
Association, which administers the plan, has discretion under the Incentive     
Compensation Plan to exclude from AFC's financial performance unusual items of  
income or loss in determining the actual awards to be granted and may make      
additional awards to any employee who has made an unusual and important         
contribution outside of the ordinary course of his or her duties.               

    For fiscal year 1997, AFC's financial performance, after adjustment by the
Compensation Committee, resulted in awards of up to 120% of target amounts for  
financial performance. Executive officers also received up to 120% of their     
individual performance awards.                                                  

LONG-TERM INCENTIVE COMPENSATION. The long-term incentive compensation
portion of AFC's and the Association's compensation program consists of the     
Association Recognition and Retention Plan for Officers and Employees (the      
"Officer and Employee RRP"), the Incentive Option Plan and the 1996 Officer     
Option Plan (the option plans being referred to collectively as the"Option      
Plans").These plans are designed to provide incentives for longer-term positive 
performance of the executive officers and to align their financial interests to 
those of AFC shareholders by providing the opportunity to participate in AFC    
Common Stock price appreciation, if any, which may occur after the date of grant
of such award or option.                                                        

   The Compensation Committee of the Association administers the Officer and
Employee RRP, determines which eligible employees will be granted plan share    
awards (the "Plan Share Awards") and grants Plan Share Awards. Officer and      
Employee RRP Plan Share Awards, which are nontransferable and nonassignable, are
granted in the form of shares of AFC Common Stock and are held in trust until   
the Plan Share Awards vest.                                                     

Recipients of the Plan Share Awards become vested in the shares of AFC
Common Stock covered by the Plan Share Awards over a period of time. The Plan   
Share Awards granted to the Named Executives vest in equal installments of      
twenty percent (20 %) on the tenth business day of January each year, commencing
on January 17, 1995. Effective September 30, 1997, Mr. Keegan was granted a Plan
Share                                                                           

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Award of 15,000 shares of AFC Common Stock which will vest in three equal annual
installments commencing on January 10, 1998. Plan Share Awards immediately vest 
upon termination of employment due to death, disability or retirement of the    
award holder or following a change of control of AFC or the Association, as     
defined in the Officer and Employee RRP. In the event that an award holder      
otherwise terminates employment with AFC or the Association, the award holder's 
non-vested awards will be forfeited. See "Executive Compensation- Employment    
Agreements" below.                                                              

Vested shares are distributed to recipients as soon as practicable    
following the vesting date. At such time, the recipients also receive amounts   
equal to accumulated dividends with respect to such shares. Prior to vesting,   
recipients of Plan Share Awards may direct the voting of shares of AFC Common   
Stock granted to them and held in the trust. Shares of AFC Common Stock held by 
the Officer and Employee RRP trust which have not been awarded are voted by the 
trustee in the same proportion as the awarded shares are voted in accordance    
with the directions given by the recipients. See the "Summary Compensation      
Table" below for description of the Plan Share Awards outstanding to the Named  
Executives as of December 31, 1997. See the table above related to the          
beneficial ownership of AFC Common Stock by the directors, Board Nominees and   
executive officers of AFC and "Executive Compensation - Incentive Option Plans" 
below for further information regarding options related to the Named Executives.

 RETIREMENT BENEFITS. Retirement benefits are designed to provide for an
adequate level of income to the executive officer following his or her          
retirement from AFC and the Association based upon length of service with the   
organization and to support the goals and objectives of the rest of the         
compensation program as described above. The retirement benefits are provided   
through the Association Incentive Savings Plan, the ESOP, the Association       
Employees' Pension Plan (the "Pension Plan"), the Association Excess Benefit    
Plan (the "Excess Plan"), and the Association Supplemental Benefit Plan (the    
"Supplemental Plan"). See "Executive Compensation - Pension Plans" for a        
description of the Pension Plan, Excess Plan and Supplemental Plan which are all
defined benefit pension plans.                                                  

  The Association maintains the ESOP and ESOP Trust for the benefit of the
salaried employees of AFC and the Association. The ESOP provides for the        
allocation of shares of AFC Common Stock and other contributions, if any, based 
on payments by the Association of a loan made by AFC in 1993 to the ESOP to fund
the acquisition of 2,642,354 shares of AFC Common Stock. See the "Summary       
Compensation Table" below and the table above related to the beneficial         
ownership of AFC Common Stock by the directors, Board Nominees and executive    
officers of AFC for further information regarding the ownership of AFC Common   
Stock by the Named Executives.                                                  

     COMPENSATION OF THE CHIEF EXECUTIVE OFFICER. The Compensation Committees of
AFC and the Association met in December 1996 to review the performance of the   
executive officers during 1996, to establish recommended compensation levels for
such officers for 1997 and to commence discussions regarding appropriate goals  
and participation levels with respect to such officers participation in the     
Incentive Compensation Plan.                                                    

At the December 1996 meeting, the financial performance of AFC and the
accomplishments of financial and non-financial goals and objectives of AFC and  
the Association, as set forth in the prior year business plan, were reviewed as 
was the performance of the executive officers of AFC. Mr. Engelke provided to   
the Committees his insights as to both his own performance and that of the other
executive officers.                                                             

   The Compensation Committees, based upon these discussions, determined the
level of salary for the executive officers, including the Chief Executive       
Officer, to take effect January 1, 1997, after reviewing the                    

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overall executive compensation program for the executive officers including the 
Chief Executive Officer. As a part of that review, the Committees utilized      
relative information provided in the SNL Executive Compensation Review 1996,    
Thrift Institutions and the SNL Executive Compensation Review 1996, Commercial  
Banks.                                                                          

COMPENSATION COMMITTEE OF AFC 

William J. Fendt, Chairman          Thomas J. Donahue           
Andrew M. Burger                    Ralph F. Palleschi          
       Denis J. Connors                    George L. Engelke, Jr. (ex officio)

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.          

    While AFC does not, the Association from time to time lends money to AFC's
and the Association's directors, Board Nominees, executive officers, or members 
of their families, as well as to members of the public. The Association's policy
provides that all loans made by the Association to AFC or Association directors 
and executive officers or members of their families be made in the ordinary     
course of the Association's business on substantially the same terms, including 
interest rates and collateral, as those prevailing at the time for comparable   
transactions with other persons, and not involve more than the normal risk of   
collection or present other unfavorable features. Since January 1, 1996, all    
loans outstanding to the directors, Board Nominees or executive officers of AFC 
or members of their immediate families were made in conformity with the         
Association's policy in this regard and have not been disclosed as non-accrual, 
past due, restructured or potential problems.                                   

   Recommendations to the Compensation Committees of AFC and the Association
as to officers' salaries, including those of executive officers, are developed  
by an internal salary committee including Messrs. Engelke and Sheerin and the   
Association's Vice President - Human Resources, a non-executive officer. These  
recommendations are presented to the Compensation Committees by Mr. Engelke. Mr.
Engelke also provides insight to the Compensation Committees regarding his and  
the performance of the other officers of AFC and the Association, both executive
and non-executive. Mr. Engelke is an ex officio member of the Compensation      
Committees and does not participate in the discussion or approval of            
compensation issues relating to himself.                                        

STOCK PERFORMANCE CHART. The following graph shows a comparison of    
cumulative total shareholder return on AFC Common Stock since November 18, 1993,
the day AFC Common Stock commenced trading, with the cumulative total returns of
both a broad market index, the NASDAQ Stock Market (U.S.) Index produced by the 
Center for Research in Security Prices ("CRSP"), and a peer group index, the    
NASDAQ Financial Stock Index also produced by CRSP. The peer group index set    
forth in the graph below consists of a different set of institutions than that  
considered by the Compensation Committees or the Boards of Directors of AFC or  
the Association in determining the compensation of the executive officers.      

COMPARISON OF CUMULATIVE TOTAL RETURN OF
AFC COMMON STOCK, NASDAQ MARKET INDEX AND PEER GROUP INDEX (1)

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                   AFC COMMON STOCK  NASDAQ MARKET INDEX  NASDAQ FINANCIAL INDEX
                   ----------------  -------------------  ----------------------
                                                                                
November 18, 1993     $100.000             $100.000             $100.000        
December 31, 1993       96.943              103.044              102.927        
December 30, 1994       91.703              100.726              103.171        
December 29, 1995      160.852              142.453              150.225        
December 31, 1996      263.897              175.209              192.612        
December 31, 1997      403.785              215.005              296.430        

(1)  Assumes $100 invested on November 18, 1993 and all dividends reinvested    
     through the end of AFC's fiscal year ended December 31, 1997. NASDAQ Market
   Index and NASDAQ Financial Index values calculated using daily values for
CRSP Total Return Indexes as of the applicable date.                  

SUMMARY COMPENSATION TABLE                                                      

  The following table shows, for the fiscal years ended December 31, 1997,
1996 and 1995, the cash compensation paid by AFC and the Association, as well as
certain other compensation paid or accrued for those years, to the Chief        
Executive Officer and the four highest paid executive officers (the "Named      
Executives") of AFC and the Association who received salary and bonuses in      
excess of $100,000 in the 1997 fiscal year.                                     

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                                                                      LONG TERM COMPENSATION                 
                                                        -----------------------------------------------------
                                                                      AWARDS                    PAYOUTS      
                                                        -------------------------------   -------------------
                                                         OTHER               SECURITIES              ALL     
                                 ANNUAL COMPENSATION     ANNUAL  RESTRICTED  UNDERLYING             OTHER    
                               -----------------------  COMPEN-    STOCK      OPTIONS/      LTIP    COMPEN-  
NAME AND                              SALARY   BONUS    SATION     AWARDS      SARs       PAYOUTS   SATION   
PRINCIPAL POSITIONS            YEAR     $      ($) (1)    ($)     ($) (2)     (#) (3)       ($)     ($) (4)  
-------------------            ----  --------  -------  -------  ---------   ----------   -------  ----------
                                                                                                             
George L. Engelke, Jr.         1997  600,000   252,000    ---       ---         30,000      ---    77,188    
 Chairman, President,          1996  560,000   215,600    ---       ---         20,000      ---    56,080    
 CEO and Director              1995  525,000   126,000    ---       ---           ---       ---    40,091    

Arnold K. Greenberg            1997  281,250   70,000     ---       ---         12,500      ---    77,188    
 Executive Vice President      1996  265,000   66,250     ---       ---         10,000      ---    56,080    
 and Assistant Secretary       1995  250,000   41,250     ---       ---           ---       ---    40,091    

Thomas W. Drennan              1997  285,000   78,000     ---       ---         17,500      ---    77,188    
 Executive Vice President      1996  265,000   72,875     ---       ---         10,000      ---    56,080    
                               1995  250,000   41,250     ---       ---           ---       ---    40,091    

Monte N. Redman                1997  295,000   81,000     ---       ---         17,500      ---    77,188    
 Executive Vice President and  1996  270,000   74,250     ---       ---         10,000      ---    56,080    
 Chief Financial Officer       1995  250,000   41,250     ---       ---           ---       ---    40,091    

William K. Sheerin             1997  210,000   52,000     ---       ---         12,500      ---    77,188    
 Executive Vice President and  1996  197,000   49,250     ---       ---         10,000      ---    56,080    
 Secretary                     1995  183,000   30,195     ---       ---           ---       ---    40,091    

(1)  The column titled "Bonus" consists of payments under the Association       
Incentive Compensation Plan which is a short-term incentive plan. See 
     "Executive Compensation - Report of the Compensation Committee on Executive
Compensation".                                                        
(2)  Pursuant to the Officer and Employee RRP, as of December 31, 1997, Messrs. 
   Engelke, Greenberg, Drennan, Redman and Sheerin had outstanding grants of
   restricted stock of 105,800, 37,836, 37,836, 37,836, and 28,478 shares of
     AFC Common Stock, respectively. The awards, based upon the closing price of
AFC Common Stock of $55.75, as quoted on the NASDAQ National Market on
December 31, 1997, had a value of $5,898,350, $2,109,357, $2,109,357, 
$2,109,357 and $1,587,648, respectively.                              
(3)  There were no options or stock appreciation rights ("SARs") granted to any 
of the Named Executives during 1995. Options with limited stock       
     appreciation rights ("LSARs") attached were granted to the Named Executives
   during 1996 and 1997. No freestanding SARs have been granted to the Named
  Executives. See "Executive Compensation - Incentive Option Plans" below.
(4)  The sums reported represent the fair market value of AFC Common Stock which
   was allocated under the ESOP to the account of the Named Executive during
    the year ended December 31, 1997, 1996, and 1995, respectively, based upon
 the closing price of AFC Common Stock of $55.75 as quoted on the NASDAQ
National Market on December 31, 1997, $36.875 as quoted on the NASDAQ 
   National Market on December 31, 1996 and $22.8125 as quoted on the NASDAQ
National Market on December 29, 1995, respectively.                   

EMPLOYMENT AGREEMENTS                                                           

   AFC and the Association have entered into employment agreements with each
of the executive officers. Mr. Engelke's and Mr. Keegan's employment agreements 
each provide for a three-year term. The employment agreements entered into with 
the remaining Named Executives each provide for two-year terms.                 

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The Association's agreements each run from January 1st, except for Mr. Keegan's 
which runs from October 1st. Prior to January 1st each year, the Board of       
Directors of the Association may extend the agreements with the Association for 
an additional year such that the remaining terms shall be 3 years, in the cases 
of Mr. Engelke and Mr. Keegan, and 2 years, as to the other Named Executives.   
Prior to January 1, 1998, such employment agreements were so extended. The      
agreements with AFC automatically extend daily, so as to maintain their original
term, unless written notice of non-renewal is given by the Board. No such notice
has been given to any Named Executive.                                          

   The employment agreements provide for the Named Executives' participation
in retirement plans, group life, medical and disability insurance plans and any 
other employee benefit programs, including incentive compensation plans and     
stock option, SAR and restricted stock plans maintained by AFC or the           
Association in accordance with the terms and conditions of such plans. The      
employment agreements also provide that AFC and the Association will maintain   
for the benefit of the Named Executives directors and officers liability        
insurance and will indemnify the Named Executives for claims and related costs  
and liabilities, arising from the services provided pursuant to the employment  
agreements on prescribed terms for a period of six years beyond the termination 
of such agreements.                                                             

The employment agreements provide for termination of each of the Named
Executive's employment at any time by AFC or the Association with or without    
cause, as separately defined in such agreements. The Named Executive would be   
entitled to a severance payment(s) in the event the Named Executive's employment
terminates (i) due to AFC's or the Association's (A) failure to re-elect the    
executive to his current office, and in Mr. Engelke's and Mr. Keegan's          
agreements, to the Board; (B) failure by whatever cause to vest in the executive
the functions, duties or responsibilities prescribed for the executive in such  
agreement; (C) a material breach of the agreement by AFC or the Association or a
reduction in the executive's base salary or other change to the terms and       
conditions of the executive's compensation and benefits which either            
individually or in the aggregate, as to such executive, has a material adverse  
effect on the aggregate value of the total compensation package provided to such
executive; or (D) relocation of the executive's principal place of employment   
outside of Nassau or Queens Counties of New York; or (ii) for reasons other than
(A) for cause; (B) voluntary resignation, except as a result of the actions     
specified under clause (i) above or following a change of control, as defined in
the agreements; (C) following the executive's attainment of mandatory retirement
age for executive officers (currently 70 years of age); (D) death; (E) long term
disability or (F) expiration of the term of the agreement.                      

    The severance payment(s), to which the Named Executives would be entitled,
include: (i) continued life, medical and disability insurance benefits for the  
period from termination of the executive's employment through the remaining term
of the applicable employment agreement as if the executive had continued in the 
employment of AFC or the Association through the end of the term of the         
agreement (the "Unexpired Term"); (ii) a lump sum payment equal to the present  
value of the salary, incentive compensation, pension, profit-sharing and ESOP   
benefits the executive would have earned during the Unexpired Term computed     
using a prescribed valuation method; (iii) accelerated vesting of all           
outstanding options and restricted stock awards; and  at the election of AFC or 
the Association, a cash settlement of all outstanding options and restricted    
stock awards.                                                                   

In addition to the severance payment described above, if a Named      
Executive's employment terminates following a change of control of AFC or the   
Association, the executive's employment agreement with AFC provides that for any
taxable year in which the executive would be liable for the payment of excise   
taxes under Section 4999 of the Code with respect to any payment in the nature  
of compensation paid by AFC or any of its affiliated companies, as a result of  
such payments constituting "excess parachute                                    

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payments" under Section 280G of the Code, or any successor thereto, then an     
amount will be paid (the "Tax Payment") to the executive, or on behalf of the   
executive, based upon a formula set forth in the agreements, the effect of which
would be to maintain the after- tax severance benefit to which the executive    
would be entitled as described in the preceding paragraph but for the           
application of the excise tax specified in Section 4999 of the Code and any     
federal, state and local income or other taxes to which the executive would be  
subject as a result of the Tax Payment.                                         

 It is anticipated, given the renewal provisions described above and set
forth in the employment agreements between AFC and the Named Executives,        
respectively, that in the event of a termination of a Named Executive, entitling
such executive to a severance benefit or the payment described in the preceding 
paragraph, the Unexpired Term, in the case of Mr. Engelke and in the case of Mr.
Keegan, will be three years from the date of termination and, in the case of the
other Named Executives, will be two years from the date of termination.         

INCENTIVE OPTION PLANS                                                          

  The Board has established the Incentive Option Plan and the 1996 Officer
Option Plan for the benefit of the officers and employees of AFC and the        
Association. The following table sets forth all grants of options (and limited  
SARs), under the 1996 Officer Option Plan, to the Named Executives during 1997  
and contains certain information about potential value of these options based   
upon certain assumptions as to the appreciation of AFC Common Stock over the    
life of the option. No options or SARs were granted pursuant to the Incentive   
Option Plan to any of the Named Executives during 1997, nor has AFC, during such
period, adjusted or amended the exercise price of any stock options or SARs     
previously awarded to any of the Named Executives or otherwise.                 

OPTION/SAR GRANTS IN LAST FISCAL YEAR 

                                                        [Enlarge/Download Table]

                                                                                     POTENTIAL         
                                                                                 REALIZABLE VALUE AT   
                                                                                    ASSUMED ANNUAL     
                                                                                    RATES OF STOCK     
                                                                                        PRICE          
                                                                                     APPRECIATION      
                                      INDIVIDUAL GRANTS                          FOR OPTION TERM (4)   
                       ------------------------------------------------------------------------------  
                                     % OF TOTAL                                                        
                                      OPTIONS/                                                         
                        SECURITIES     SARS                                                            
                        UNDERLYING  GRANTED TO   EXERCISE                                              
                         OPTIONS/    EMPLOYEES    OR BASE                                              
                          SARS       IN FISCAL   PRICE PER    EXPIRATION                               
                        GRANTED (1)   YEAR (2)   SHARE (3)       DATE               5%          10%    
                       --------------------------------------------------------------------------------
                                                                                                       
George L. Engelke, Jr.     30,000       7.18%     $58.125   December 16, 2007   $1,096,635   $2,779,088
Arnold K. Greenberg        12,500       2.99%     $58.125   December 16, 2007   $  456,931   $1,157,954
Thomas W. Drennan          17,500       4.19%     $58.125   December 16, 2007   $  639,704   $1,621,135
Monte N. Redman            17,500       4.19%     $58.125   December 16, 2007   $  639,704   $1,621,135
William K. Sheerin         12,500       2.99%     $58.125   December 16, 2007   $  456,931   $1,157,954

(1)  Of the options granted, each Named Executive received the grant of an      
     option as to 1,720 shares of AFC Common Stock which are intended to qualify
as incentive stock options. The remainder are non-statutory stock     

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   options. All options granted to the Named Executives have a ten year term
and vest on January 10, 2001. See "Executive Compensation - Employment
Agreements" above. All such options also vest and become immediately  
    exercisable upon death, disability, retirement or in the event of a Change
    of Control or Threatened Change of Control, as defined in the 1996 Officer
Option Plan. All such options were granted in tandem with LSARs which 
    provide that, in the event of a Change of Control, the Named Executive, in
     lieu of exercising the option as to which the LSAR relates, may, during the
    period commencing on the Change of Control and ending at the latter of six
   (6) months following such date or thirty (30) days following the earliest
    date on which the Named Executive may exercise the LSAR without subjecting
himself to liability under Section 16 of the Exchange Act, as amended,
     surrender his option and receive a payment in cash equal to, on a per share
     basis as to the number of shares as to which the option is surrendered, the
    difference between the exercise price per share and the greater of (i) the
highest price paid per share of AFC Common Stock by any person who    
 initiated or sought to effect the Change of Control during the one year
   period ending on the date of the Change of Control or (ii) the average of
    the Fair Market Value per share as defined in the 1996 Officer Option Plan
    over the last ten trading days preceding the date of exercise of the LSAR.
(2)  Included in calculating the "% of Total Options/SARs Granted to Employees  
in Fiscal Year" are options granted as part of The Greater Merger, in 
     substitution of options to acquire shares of common stock of The Greater to
   Mr. Keegan and another former employee of The Greater who remained in the
employ of the Association for more than on a temporary basis.         
(3)  The exercise price may be paid in whole or in part in cash, through the    
   surrender of previously held shares of AFC Common Stock, or the surrender
of options granted pursuant to the 1996 Officer Option Plan.          
(4)  The amounts stated assume the specified annual rates of appreciation only. 
Actual experience is dependent on the future performance of AFC Common
   Stock and overall stock market conditions. There can be no assurance that
the amounts reflected in this table will be achieved.                 

  The following table provides certain information with respect to options
exercised by the Named Executives during 1997 and the number of shares of AFC   
Common Stock represented by outstanding stock options held by the Named         
Executives as of December 31, 1997. Also reported are the values for "in-the-   
money" options, which represents the positive spread between the exercise price 
of any outstanding stock options and the 1997 fiscal year end price of AFC      
Common Stock.                                                                   

FISCAL YEAR END OPTION/SAR VALUES 

                                                        [Enlarge/Download Table]

                                                               NUMBER OF              VALUE OF                
                                                               SECURITIES UNDERLYING  UNEXERCISED             
                                                               UNEXERCISED            IN - THE - MONEY        
                                                               OPTIONS/SARS           OPTIONS/SARS            
                                                               AT FISCAL YEAR-        AT FISCAL YEAR-         
                                                               END (#)                END ($)                 
                          SHARES ACQUIRED                      EXERCISABLE/           EXERCISABLE/            
   NAME                   ON EXERCISE (#)   VALUE REALIZED (1) UNEXERCISABLE          UNEXERCISABLE (2)       
------------------------  ---------------  -----------------   ---------------------  ------------------------
                                                                                                              
George L. Engelke, Jr.         24,000           $1,029,000         261,660 / 240,440  $11,316,795 / $8,631,530
Arnold K. Greenberg             6,500           $  278,687           91,169 / 87,613  $ 3,943,059 / $3,013,937
Thomas W. Drennan               7,000           $  299,687           85,669 / 92,613  $ 3,705,184 / $3,013,637
Monte N. Redman                     0                NA              97,669 / 92,613  $ 4,224,184 / $3,013,637
William K. Sheerin              7,000           $  204,125           61,243 / 71,329  $ 2,648,759 / $2,309,354

(1)  Represents the fair market value per share of AFC Common Stock as quoted on
   the NASDAQ National Market on the day of exercise of the option minus the
     exercise price per share of the option exercised times the number of shares
of AFC Common Stock as to which the option was exercised.             

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(2)  Represents the fair market value per share of AFC Common Stock at fiscal   
 year end based upon the closing price of $55.75 as quoted on the NASDAQ
    National Market on December 31, 1997 minus the exercise price per share of
   the options outstanding times the number of shares of AFC Common Stock as
   to which the option, whether exercisable or unexercisable as the case may
be, relates. Excluded are options with an exercise price in excess of 
$55.75.                                                               

PENSION PLANS. The Association maintains the Pension Plan, a non-     
contributory defined benefit pension plan for the benefit of eligible employees.
The Pension Plan permits the trustee thereof to purchase shares of AFC Common   
Stock. At December 31, 1997, the Pension Plan trust held 60,000 shares of AFC   
Common Stock.                                                                   

 The Association also maintains the Excess Plan. This non-qualified plan
provides the benefits that would have been provided under the Pension Plan but  
for the maximum annual benefit limitation in Section 415 of the Code ($114,000  
for 1997, payable in the form of a ten-year certain and continuous annuity at   
age 65) and the maximum annual compensation limitation in Section 401(a)(17) of 
the Code ($160,000 for 1997). In addition, the Association maintains the        
Supplemental Plan. This non-qualified plan was adopted effective January 1, 1989
so that selected participants in the Pension Plan could receive the retirement  
benefits that would have been provided under the Pension Plan had the benefit   
formula in effect immediately prior to that date remained in effect.            

    The following tables set forth the estimated annual benefits payable under
the defined benefit pension plans described above upon retirement at age 65 in  
calendar year 1997, expressed in the form of a ten-year certain and continuous  
annuity, for the highest five-year average annual base wage (referred to in the 
table as remuneration) and years of service classifications specified.          

PENSION AND EXCESS PLANS                                                        

                                                                [Download Table]

                        CREDITABLE YEARS OF SERVICE AT AGE 65 (1)   
                    ------------------------------------------------
REMUNERATION (2)       15        20        25        30      35 (3) 
------------------  --------  --------  --------  --------  --------
                                                                    
       $125,000     $ 27,400  $ 36,500  $ 45,600  $ 54,700  $ 54,700
        150,000       33,400    44,500    55,600    66,700    66,700
        175,000       39,400    52,500    65,600    78,700    78,700
        200,000       45,400    60,500    75,600    90,700    90,700
        225,000       51,400    68,500    85,600   102,000   102,000
        250,000       57,400    76,500    95,600   114,700   114,700
        300,000       69,400    92,500   115,600   138,700   138,700
        400,000       93,400   124,500   155,600   186,700   186,700
        450,000      105,400   140,500   175,600   210,700   210,700
        500,000      117,400   156,500   195,600   234,700   234,700
        600,000      141,400   188,500   235,600   282,700   282,700
        700,000      165,400   220,500   275,600   330,700   330,700
        800,000      189,400   252,500   315,600   378,700   378,700

PENSION, EXCESS AND SUPPLEMENTAL PLANS                                          

                                                                [Download Table]

                        CREDITABLE YEARS OF SERVICE AT AGE 65 (1)   
                    ------------------------------------------------
REMUNERATION (2)       15        20        25        30      35 (3) 
------------------  --------  --------  --------  --------  --------
                                                                    
      $125,000      $ 32,200  $ 42,900  $ 53,600  $ 64,300  $ 64,300
       150,000        49,700    52,900    66,100    79,300    79,300
       175,000        47,200    62,900    78,600    94,300    94,300
       200,000        54,700    72,900    91,100   109,300   109,300
       225,000        62,200    82,900   103,600   124,300   124,300

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                        CREDITABLE YEARS OF SERVICE AT AGE 65 (1)   
                    ------------------------------------------------
REMUNERATION (2)       15        20        25        30      35 (3) 
------------------  --------  --------  --------  --------  --------
                                                                    
       250,000        69,700    92,900   116,100   139,300   139,300
       300,000        84,700   112,900   141,100   169,300   169,300
       400,000       114,700   152,900   191,100   229,300   229,300
       450,000       129,700   172,900   216,100   259,300   259,300
       500,000       144,700   192,900   241,100   289,300   289,300
       600,000       174,700   232,900   291,100   350,000   350,000
       700,000       204,700   272,900   341,100   409,300   409,300
       800,000       234,700   312,900   391,100   469,300   469,300

(1)  The benefits listed in the retirement benefits table are not subject to any
Social Security or other offset amounts.                              
(2)  The remuneration under the Pension Plan, the Excess Plan and the           
    Supplemental Plans is calculated based upon the amount shown in the column
    entitled "Salary" in the "Summary Compensation Table" and does not include
 amounts shown in the column entitled "Bonus" in such Table. The Pension
Plan is a qualified plan and is subject to the compensation limit,    
described above, contained in Section 401 (a) (17) of the Code for    
calculating the Participant's benefit.                                
(3)  Benefits do not accrue for service in excess of 30 years.                  

   The Named Executives, as of December 31, 1997, had the following years of
credited service (i.e., benefit service): George L. Engelke, Jr., 26 years 6    
months; Arnold K. Greenberg, 22 years 7 months; Thomas W. Drennan, 11 years 6   
months; Monte N. Redman, 20 years 7 months; and William K. Sheerin, 41 years 8  
months.                                                                         

PROPOSAL NO. 2

APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF ASTORIA 
FINANCIAL CORPORATION TO INCREASE THE AUTHORIZED COMMON STOCK OF ASTORIA
FINANCIAL CORPORATION TO 200,000,000 SHARES 

    The Board has unanimously determined it to be in the best interests of AFC
and its shareholders to amend the Certificate of Incorporation of AFC to        
increase the number of shares of stock that AFC has the authority to issue to an
aggregate of 205,000,000 shares, of which 200,000,000 would be AFC Common Stock 
and 5,000,000 would be Preferred Stock, and directed that the amendment be      
submitted to a vote of the shareholders at the Annual Meeting for approval. If  
the proposal is adopted, Article FOURTH (A) of the Certificate of Incorporation 
of AFC will be amended to read as follows:                                      

       FOURTH: A. The total number of shares of all classes of stock which
------                                                      
   the Corporation shall have authority to issue is Two Hundred Five million
(205,000,000) consisting of:                                          

1.   Five million (5,000,000) shares of Preferred Stock, par value one
dollar ($1.00) per share (the "Preferred Stock"); and       

  2.   Two Hundred million (200,000,000) shares of Common Stock, par value
one                                                         

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cent ($.01) per share (the "Common Stock").                 

   THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE AMENDMENT TO
               ---
THE CERTIFICATE OF INCORPORATION.                                               

   The Certificate of Incorporation of AFC currently authorizes the issuance
of up to 75,000,000 shares, consisting of 70,000,000 shares of AFC Common Stock 
and 5,000,000 shares of Preferred Stock. As of the Record Date, AFC had         
26,364,760 shares of AFC Common Stock and 2,000,000 shares of Preferred Stock   
outstanding, with an additional 3,531,043 shares of AFC Common Stock reserved   
for issuance under AFC's stock option plans and option conversion agreements and
an additional 300,000 shares of AFC Common Stock reserved for issuance in       
connection with the Astoria Financial Corporation Automatic Dividend            
Reinvestment and Stock Purchase Plan. In addition, AFC had reserved 325,000     
shares of Preferred Stock for possible issuance pursuant to the AFC's           
shareholder rights plan, adopted in July 1996 (the "Rights Plan").              

The Board believes that it is in the best interest of AFC and its     
shareholders to increase the number of authorized shares of AFC Common Stock in 
order to have additional shares available for issuance to meet a variety of     
business needs as they may arise and to enhance AFC's flexibility in connection 
with possible future actions. These business needs and actions may include stock
dividends, stock splits, corporate business combinations, funding of business   
acquisitions, employee benefit programs and other corporate purposes. The Board 
periodically considers transactions such as those listed above. No assurance can
be given as to the future outcome of such consideration. Due to the number of   
remaining authorized but unissued or unreserved shares, AFC's ability to use its
securities for these purposes could be limited under the present terms of the   
Certificate of Incorporation. The Board does not intend to issue any stock      
except on terms or for reasons which the Board deems to be in the best interests
of AFC and its shareholders taken as a whole.                                   

   Upon adoption of the amendment, the authorized shares of AFC Common Stock
and Preferred Stock in excess of those presently issued will be available for   
issuance at such times and for such purposes as the Board may deem advisable    
without further action by AFC's stockholders, except as may be required by      
applicable laws or regulations. In this regard, the rules of the National       
Association of Securities Dealers, Inc. with respect to securities of companies 
approved for trading on the NASDAQ National Market System, upon which AFC's     
Common Stock trades, currently requires stockholder approval of (a) acquisition 
transactions where the present or potential issuance of shares could result in  
an increase of 20% or more in the number of shares of AFC Common Stock          
outstanding, (b) a stock option or purchase plan to be established pursuant to  
which stock may be acquired by officers or directors, and (c) a transaction     
pursuant to which the issuance would result in a change of control. Holders of  
shares of AFC Common Stock do not have preemptive rights.                       

The proposed amendment is not intended to be an anti-takeover measure.
Shareholders should note, however, that the amendment may have the effect of    
deterring or rendering more difficult attempts by third parties to obtain       
control of AFC, if such attempts are not approved by the Board. The Board is not
aware of any current efforts to obtain control of AFC. The availability of      
authorized and unissued AFC Common Stock, in addition to Preferred Stock, could 
enhance the Board's ability to negotiate for better terms on behalf of the      
Corporation's shareholders. On the other hand, the authorized and unissued      
shares could be used to discourage a tender offer or prevent a change in control
of AFC. AFC is afforded protection against acquisition attempts, which are not  
supported by the Board, by provisions contained in AFC's Certificate of         
Incorporation, Bylaws and the Rights Plan.                                      

    Under the Rights Plan, each shareholder has one Right for each outstanding
share of AFC Common Stock held and each newly-issued share of Common Stock will 
have issued with it one Right. The Rights                                       

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currently have no value, are represented by the certificates evidencing AFC     
Common Stock and trade only with such stock. Each Right, initially, will entitle
shareholders to buy a one one-hundredth interest in a share of Series A         
Preferred Stock of AFC at an exercise price of $100.00 upon the occurrence of   
certain events, as described in the Rights Plan. The Rights Plan was not adopted
in response to any specific event, but is intended to help ensure that all      
shareholders of AFC receive fair and equitable treatment in the event of any    
proposed acquisition of AFC and guards against partial tender offers, squeeze-  
outs and other tactics that may be used to gain control of AFC without paying   
all shareholders a fair and full value for their investment in AFC. The Rights  
Plan will not prevent AFC from being acquired, but rather encourages potential  
acquirors, due to the Rights Plan's potentially substantial dilutive effect, to 
negotiate any proposed transaction with the Board, who has the responsibility to
act in the best interest of all of AFC's shareholders.                          

  While the issuance of shares in certain instances may have the effect of
forestalling a hostile takeover, the Board does not intend or view the increase 
in authorized AFC Common Stock as an anti-takeover measure, nor is AFC aware of 
any proposed or contemplated transaction of this type.                          

In connection with this proposal, AFC recommends that each shareholder
consider, among other things, the information set forth in AFC's 1997 Annual    
Report to Shareholders, a copy of which is being furnished to each shareholder  
together with this proxy statement, including but not limited to the financial  
statements of AFC as well as the Management's Discussion and Analysis set forth 
therein.                                                                        

PROPOSAL NO. 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS 

     AFC's independent auditors for the fiscal year ended December 31, 1997 were
KPMG Peat Marwick LLP. AFC's Board has reappointed KPMG Peat Marwick LLP to     
continue as independent auditors for AFC and the Association for the year ending
December 31, 1998, subject to ratification of such appointment by the holders of
the voting stock of AFC. Representatives of KPMG Peat Marwick LLP will be       
present at the Annual Meeting. They will be given an opportunity to make a      
statement if they desire to do so and will be available to respond to           
appropriate questions from shareholders present at the Annual Meeting.          

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE      
               ---
APPOINTMENT OF KPMG PEAT MARWICK LLP AS THE INDEPENDENT AUDITORS OF AFC.        

ADDITIONAL INFORMATION                                                          

Cost of Proxy Solicitation                                            

  The cost of solicitation of proxies by AFC, which is expected to be less
than $15,000, will be borne by AFC. Kissel-Blake, Inc. has been retained to     
assist in the solicitation of proxies under a contract providing for payment of 
a fee of $5,000 plus reimbursement for its expenses. In addition to             
solicitations by mail, Kissel-Blake, Inc., or a number of regular employees and 
directors of AFC and its subsidiaries, may solicit proxies in person, by mail or
by telephone, but none of these persons will receive any compensation for their 
solicitation activities in addition to their regular compensation. Arrangements 
will also be made with brokerage houses and other custodians, nominees, and     
fiduciaries for forwarding solicitation material to the beneficial owners of AFC
Common Stock held of record by such fiduciaries, and AFC will reimburse them for
their reasonable expenses in accordance with the rules of the SEC and the NASD. 

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Shareholder Proposals                                                 

   To be considered for inclusion in AFC's proxy statement and form of proxy
relating to the annual meeting of shareholders to be held in 1999, a shareholder
proposal must be received by the Secretary of AFC at the address set forth on   
the first page of this Proxy Statement not later than December 4, 1998. Any such
proposal will be subject to 17 C.F.R. (S)240.14a-8 promulgated by the SEC under 
the Exchange Act.                                                               

Notice of Business to be Conducted at an Annual Meeting               

    The Bylaws of AFC provide an advance notice procedure for a shareholder to
properly bring business before an annual meeting or to nominate any person for  
election to the Board. The shareholder must give written advance notice to the  
Secretary of AFC not less than ninety (90) days before the date originally fixed
for such meeting; provided, however, that in the event that less than one       
hundred (100) days notice or prior public disclosure of the date of the meeting 
is given or made to shareholders, notice by the shareholder, to be timely, must 
be received not later than the close of business on the tenth day following the 
date on which AFC's notice to shareholders of the annual meeting date was mailed
or such public disclosure was made. The advance notice by shareholders must     
include the shareholder's name and address, as they appear on AFC's record of   
shareholders, the class and number of shares of AFC's capital stock that are    
beneficially owned by such shareholder, a brief description of the proposed     
business or the names of the person(s) the shareholder proposes to nominate,    
and, as to business which the shareholder seeks to bring before an annual       
meeting, the reason for conducting such business at the annual meeting and any  
material interest of such shareholder in the proposed business. In the case of  
nominations for election to the Board, certain information regarding the nominee
must also be provided. Nothing in this paragraph shall be deemed to require AFC 
to include in its proxy statement and proxy relating to an annual meeting any   
shareholder proposal or nomination which does not meet all of the requirements  
for inclusion established by the SEC in effect at the time such proposal or     
nomination is received.                                                         

Other Matters Which May Properly Come Before the Meeting              

 The Board of Directors knows of no business which will be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Shareholders. If, however, other matters are properly brought before 
the Annual Meeting, it is the intention of the persons named in the accompanying
proxy to vote the shares represented thereby on such matters as directed by the 
Board                                                                           
Whether or not you intend to be present at the Annual Meeting, you are
urged to return your proxy card promptly. If you are present at the Annual      
Meeting and wish to vote your shares in person, your proxy may be revoked by    
voting at the Annual Meeting.                                                   

    A COPY OF AFC'S ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS) FOR THE YEAR
ENDED DECEMBER 31, 1997, AS FILED WITH THE SEC, WILL BE FURNISHED WITHOUT CHARGE
TO SHAREHOLDERS OF RECORD UPON WRITTEN REQUEST TO ASTORIA FINANCIAL CORPORATION,
INVESTOR RELATIONS DEPARTMENT, ONE ASTORIA FEDERAL PLAZA, LAKE SUCCESS, NEW YORK
11042-1085.                                                                     

                           By order of the Board of Directors,

          William K. Sheerin
                              Executive Vice President and Secretary

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Lake, Success, New York                                                         
April 2, 1998                                                                   

   YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER
OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO SIGN AND     
PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE-PAID        
ENVELOPE.                                                                       

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[FRONT] 

ASTORIA FINANCIAL CORPORATION 

REVOCABLE PROXY 

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ASTORIA
FINANCIAL CORPORATION FOR USE AT THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD  
ON MAY 6, 1998 AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF.                  

The undersigned shareholder of Astoria Financial Corporation, hereby  
authorizes and appoints John M. Graham, Jr., William M. Thomas, Jr., or either  
of them, proxy of the undersigned, with full power of substitution, to attend   
and act as proxy for the undersigned and to vote as designated below all shares 
of common stock of Astoria Financial Corporation which the undersigned may be   
entitled to vote at the Annual Meeting of Shareholders of Astoria Financial     
Corporation to be held on May 6, 1998 at 9:30 a.m., Eastern time, at the New    
Hyde Park Inn, 214 Jericho Turnpike, New Hyde Park, New York, and at any        
adjournment or postponement thereof.                                            

   (CONTINUED ON REVERSE SIDE. PLEASE COMPLETE, SIGN AND DATE ON THE REVERSE
SIDE AND PROMPTLY RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE.)                

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   THE BOARD OF DIRECTORS OF ASTORIA FINANCIAL CORPORATION RECOMMENDS A VOTE
"FOR" ALL NOMINEES IN PROPOSAL NO. 1 AND "FOR" PROPOSAL NOS. 2 AND 3.           

                                           Please mark
  --------                                          your votes
  COMMON                                           like this

1.   The election of nominees Robert G. Bolton, William J. Fendt and Thomas V.  
Powderly as directors for terms of three years each.                  

FOR                                   WITHHOLD
[_]                                      [_]  

  TO WITHHOLD AUTHORITY TO VOTE FOR ANY PARTICULAR NOMINEE, LINE OR STRIKE
OUT THAT NOMINEE'S NAME AND THEN CHECK THE APPROPRIATE BOX AS TO THE REMAINING  
NOMINEES.                                                                       

2.   The approval of an amendment to the Certificate of Incorporation of Astoria
  Financial Corporation to increase the authorized Common Stock of Astoria
Financial Corporation to 200,000,000 shares.                          

FOR                     AGAINST                      ABSTAIN
[_]                       [_]                           [_] 

3.   The ratification of the appointment of KPMG Peat Marwick LLP as independent
auditors of Astoria Financial Corporation for the fiscal year ending December   
31, 1998.                                                                       

 FOR                     AGAINST                       ABSTAIN
[_]                       [_]                           [_] 

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     All proposals listed above in this revocable proxy were proposed by Astoria
Financial Corporation. Astoria Financial Corporation is not currently aware of  
any other business that may come before the Annual Meeting. The persons named as
proxies herein will vote the shares represented hereby as directed by the Board 
of Directors of Astoria Financial Corporation upon such other business as may   
properly come before the Annual Meeting, and any adjournment or postponement    
thereof, including, without limitation, a motion to postpone or adjourn the     
Annual Meeting.                                                                 

    THIS PROXY IS REVOCABLE. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES LISTED IN PROPOSAL NO. 1 AND FOR
PROPOSAL NOS. 2 AND 3.                                                          

     The undersigned hereby acknowledges receipt, prior to the execution of this
proxy, of a Notice of Annual Meeting of Shareholders of Astoria Financial       
Corporation, a Proxy Statement dated April 2, 1998 for the Annual Meeting and a 
1997 Annual Report to Shareholders of Astoria Financial Corporation.            

PLEASE SIGN AND DATE BELOW AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE-PAID     
ENVELOPE.                                                                       

X                        X                           Date:               , 1998 
----------------------   --------------------------       ---------------       

Please sign name exactly as it appears hereon. If shares are registered in more 
than one name, all should sign, but if one signs, it binds the others. When     
signing as attorney, executor, administrator, trustee or guardian, please give  
your full title as such. If a corporation, please sign in full corporate name by
an authorized officer. If a partnership, please sign in partnership name by an  
authorized person.                                                              

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[FRONT] 

ASTORIA FINANCIAL CORPORATION 

CONFIDENTIAL VOTING INSTRUCTION 

SOLICITED BY ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION, AS PLAN  
ADMINISTRATOR, FOR THE ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION   
INCENTIVE SAVINGS PLAN  

The undersigned participant, former participant or beneficiary of a   
deceased former participant in the Astoria Federal Savings and Loan Association 
Incentive Savings Plan (the "401K Plan") hereby provides the voting instructions
hereinafter specified to ChaseMellon Shareholder Services, L.L.C., as the       
designee of Astoria Federal Savings and Loan Association, as Plan Administrator 
(the "Plan Administrator"), which instructions shall be taken into account in   
directing the trustee of the 401K Plan (the "Trustee") to vote in person, by    
limited or general power of attorney or by proxy the shares and fractional      
shares of common stock of Astoria Financial Corporation that are held by the    
Trustee, in its capacity as Trustee, as of March 23, 1998, at the Annual Meeting
of Shareholders of Astoria Financial Corporation to be held on May 6, 1998 at   
9:30 a.m., Eastern time, at the New Hyde Park Inn, 214 Jericho Turnpike, New    
Hyde Park, New York, and at any adjournment or postponement thereof.            

   As to the proposals listed below which are more particularly described in
the Proxy Statement dated April 2, 1998, the Plan Administrator of the 401K     
Plan, will give voting directions to the Trustee. Such directions will reflect  
the voting instructions on this Confidential Voting Instruction, in the manner  
described in the accompanying letter from the Plan Administrator dated April 2, 
1998.                                                                           

  If the duly executed Confidential Voting Instruction is returned, but no
instruction is given, for purposes of providing voting instructions, such shares
shall be treated as described in the letter from the Plan Administrator dated   
April 2, 1998.                                                                  

   (CONTINUED ON REVERSE SIDE. PLEASE COMPLETE, SIGN AND DATE ON THE REVERSE
SIDE AND PROMPTLY RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE.)                

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[BACK]

   THE BOARD OF DIRECTORS OF ASTORIA FINANCIAL CORPORATION RECOMMENDS A VOTE
"FOR" ALL NOMINEES IN PROPOSAL NO. 1 AND "FOR" PROPOSAL NOS. 2 AND 3. THE       
DIRECTIONS, IF ANY, GIVEN IN THIS CONFIDENTIAL VOTING INSTRUCTION WILL BE KEPT  
CONFIDENTIAL FROM ALL DIRECTORS, OFFICERS AND EMPLOYEES OF ASTORIA FINANCIAL    
CORPORATION OR THE ASSOCIATION.                                                 

 ----------------                                  Please mark
401K Plan Shares                                  your votes
                                                 like this

1.   The election of nominees Robert G. Bolton, William J. Fendt and Thomas V.  
Powderly as directors for terms of three years each.                  

FOR                                   WITHHOLD
[_]                                      [_]  

  TO WITHHOLD AUTHORITY TO VOTE FOR ANY PARTICULAR NOMINEE, LINE OR STRIKE
OUT THAT NOMINEE'S NAME AND THEN CHECK THE APPROPRIATE BOX AS TO THE  
REMAINING NOMINEES.                                                   

2.   The approval of an amendment to the Certificate of Incorporation of Astoria
  Financial Corporation to increase the authorized Common Stock of Astoria
Financial Corporation to 200,000,000 shares.                          

      FOR                      AGAINST                       ABSTAIN
    [_]                        [_]                           [_]

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3.   The ratification of the appointment of KPMG Peat Marwick LLP as independent
auditors of Astoria Financial Corporation for the fiscal year ending  
December 31, 1998.                                                    

      FOR                      AGAINST                       ABSTAIN
    [_]                        [_]                           [_]

In its discretion, the Trustee is authorized to vote upon such other  
business as may come before the Annual Meeting and any adjournment or           
postponement thereof or to cause such matters to be voted upon in the discretion
of the individuals named in any proxies executed by the Trustee.                

 All proposals listed above in this Confidential Voting Instruction were
proposed by Astoria Financial Corporation.                                      

The undersigned hereby instructs the Plan Administrator to direct the 
Trustee to vote in accordance with the voting instruction indicated above and   
hereby acknowledges receipt, prior to execution of this Confidential Voting     
Instruction, of a Notice of Annual Meeting of Shareholders, a Proxy Statement   
dated April 2, 1998 for the Annual Meeting and a 1997 Annual Report to          
Shareholders of Astoria Financial Corporation.                                  

     PLEASE SIGN AND DATE BELOW AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.                                                                       

__________________________________   Date: ________________, 1998               

Signature of participant, former participant or designated beneficiary of       
deceased former participant.                                                    
Please sign name exactly as it appears herein. When signing as attorney,        
executor, administrator, trustee or guardian, please give your full title as    
such.                                                                           

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[FRONT] 

ASTORIA FINANCIAL CORPORATION 

CONFIDENTIAL VOTING INSTRUCTION 

SOLICITED BY THE EMPLOYEE STOCK OWNERSHIP PLAN COMMITTEE OF 
THE GREATER NEW YORK SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN 

The undersigned participant, former participant or beneficiary of a   
deceased former participant in The Greater New York Savings Bank Employee Stock 
Ownership Plan (the "GNYSB ESOP"), as a named fiduciary hereby provides the     
voting instructions hereinafter specified to United States Trust Company of New 
York, the GNYSB ESOP Trustee (the "Trustee"), which instructions shall be taken 
into account by the Trustee to vote in person, by limited or general power of   
attorney or by proxy the shares and fractional shares of common stock of Astoria
Financial Corporation that are held by the Trustee, in its capacity as Trustee, 
as of March 23, 1998, at the Annual Meeting of Shareholders of Astoria Financial
Corporation to be held on May 6, 1998 at 9:30 a.m., Eastern time, at the New    
Hyde Park Inn, 214 Jericho Turnpike, New Hyde Park, New York, and at any        
adjournment or postponement thereof.                                            

   As to the proposals listed below which are more particularly described in
the Proxy Statement dated April 2, 1998, subject to any requirements of law, the
Trustee will vote the common stock of Astoria Financial Corporation held by the 
GNYSB ESOP Trust to reflect the voting instruction on this Confidential Voting  
Instruction, in the manner described in the accompanying letter from the GNYSB  
ESOP Committee dated April 2, 1998.                                             

  If the duly executed Confidential Voting Instruction is returned, but no
instruction is given, for purposes of providing voting instructions, subject to 
any requirements of law, such shares shall be treated as described in the letter
from the GNYSB ESOP Committee dated April 2, 1998.                              

   (CONTINUED ON REVERSE SIDE. PLEASE COMPLETE, SIGN AND DATE ON THE REVERSE
SIDE AND PROMPTLY RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE.)                

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[BACK]

   THE BOARD OF DIRECTORS OF ASTORIA FINANCIAL CORPORATION RECOMMENDS A VOTE
"FOR" ALL NOMINEES IN PROPOSAL NO. 1 AND "FOR" PROPOSAL NOS. 2 AND 3. THE       
DIRECTIONS, IF ANY, GIVEN IN THIS CONFIDENTIAL VOTING INSTRUCTION WILL BE KEPT  
CONFIDENTIAL FROM ALL DIRECTORS, OFFICERS AND EMPLOYEES OF ASTORIA FINANCIAL    
CORPORATION OR THE ASSOCIATION.                                                 

 -----------------                                 Please mark
GNYSB ESOP Shares                                 your votes
                                                 like this

1.   The election of nominees Robert G. Bolton, William J. Fendt and Thomas V.  
Powderly as directors for terms of three years each.                  

FOR                                   WITHHOLD
[_]                                      [_]  

  TO WITHHOLD AUTHORITY TO VOTE FOR ANY PARTICULAR NOMINEE, LINE OR STRIKE
OUT THAT NOMINEE'S NAME AND THEN CHECK THE APPROPRIATE BOX AS TO THE  
REMAINING NOMINEES.                                                   

2.   The approval of an amendment to the Certificate of Incorporation of Astoria
  Financial Corporation to increase the authorized Common Stock of Astoria
Financial Corporation to 200,000,000 shares.                          

   FOR                      AGAINST                    ABSTAIN
 [_]                        [_]                        [_]

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3.   The ratification of the appointment of KPMG Peat Marwick LLP as independent
auditors of Astoria Financial Corporation for the fiscal year ending  
December 31, 1998.                                                    

   FOR                      AGAINST                    ABSTAIN
 [_]                        [_]                        [_]

In its discretion, the Trustee is authorized to vote upon such other  
business as may come before the Annual Meeting and any adjournment or           
postponement thereof or to cause such matters to be voted upon in the discretion
of the individuals named in any proxies executed by the Trustee.                

 All proposals listed above in this Confidential Voting Instruction were
proposed by Astoria Financial Corporation.                                      

     The undersigned hereby instructs the Trustee to vote in accordance with the
voting instruction indicated above and hereby acknowledges receipt, prior to    
execution of this Confidential Voting Instruction, of a Notice of Annual Meeting
of Shareholders, a Proxy Statement dated April 2, 1998 for the Annual Meeting   
and a 1997 Annual Report to Shareholders of Astoria Financial Corporation.      

     PLEASE SIGN AND DATE BELOW AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.                                                                       

_________________________________  Date:________________, 1998                  

Signature of participant, former participant or designated beneficiary of       
deceased former participant.                                                    
Please sign name exactly as it appears herein. When signing as attorney,        
executor, administrator, trustee or guardian, please give your full title as    
such.                                                                           

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[FRONT] 

ASTORIA FINANCIAL CORPORATION 

CONFIDENTIAL VOTING INSTRUCTION 

SOLICITED BY THE EMPLOYEE STOCK OWNERSHIP PLAN COMMITTEE, AS PLAN ADMINISTRATOR,
FOR THE ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION EMPLOYEE STOCK OWNERSHIP 
PLAN

The undersigned participant, former participant or beneficiary of a   
deceased former participant in the Astoria Federal Savings and Loan Association 
Employee Stock Ownership Plan (the "ESOP") hereby provides the voting           
instructions hereinafter specified to State Street Bank & Trust Company, the    
trustee of the ESOP (the "Trustee"), which instructions shall be taken into     
account by the Trustee in voting, in person, by limited or general power of     
attorney or by proxy, the shares and fractional shares of common stock of       
Astoria Financial Corporation that are held by the Trustee, in its capacity as  
Trustee, as of March 23, 1998, at the Annual Meeting of Shareholders of Astoria 
Financial Corporation to be held on May 6, 1998 at 9:30 a.m., Eastern time, at  
the New Hyde Park Inn, 214 Jericho Turnpike, New Hyde Park, New York, and at any
adjournment or postponement thereof.                                            

   As to the proposals listed below which are more particularly described in
the Proxy Statement dated April 2, 1998, the Trustee will vote the common stock 
of Astoria Financial Corporation held by the ESOP Trust to reflect the voting   
instructions on this Confidential Voting Instruction, in the manner described in
the accompanying letter from the ESOP Committee dated April 2, 1998.            

  If the duly executed Confidential Voting Instruction is returned, but no
instruction is given, for purposes of providing voting instructions, such shares
shall be treated as described in the letter from the Plan Administrator dated   
April 2, 1998.                                                                  

   (CONTINUED ON REVERSE SIDE. PLEASE COMPLETE, SIGN AND DATE ON THE REVERSE
SIDE AND PROMPTLY RETURN IN THE ENCLOSED POSTAGE-PAID ENVELOPE.)                

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[BACK]

   THE BOARD OF DIRECTORS OF ASTORIA FINANCIAL CORPORATION RECOMMENDS A VOTE
"FOR"ALL NOMINEES IN PROPOSAL NO. 1 AND "FOR" PROPOSAL NOS. 2 AND 3. THE        
DIRECTIONS, IF ANY, GIVEN IN THIS CONFIDENTIAL VOTING INSTRUCTION WILL BE KEPT  
CONFIDENTIAL FROM ALL DIRECTORS, OFFICERS AND EMPLOYEES OF ASTORIA FINANCIAL    
CORPORATION OR THE ASSOCIATION.                                                 

                                       Please mark
-----------                                 your votes      
ESOP SHARES                                 like this       

1.   The election of nominees Robert G. Bolton, William J. Fendt and Thomas V.  
Powderly as directors for terms of three years each.                  

FOR                                   WITHHOLD
[_]                                      [_]  

  TO WITHHOLD AUTHORITY TO VOTE FOR ANY PARTICULAR NOMINEE, LINE OR STRIKE
OUT THAT NOMINEE'S NAME AND THEN CHECK THE APPROPRIATE BOX AS TO THE REMAINING  
NOMINEES.                                                                       

2.   The approval of an amendment to the Certificate of Incorporation of Astoria
  Financial Corporation to increase the authorized Common Stock of Astoria
Financial Corporation to 200,000,000 shares.                          

    FOR                       AGAINST                      ABSTAIN
  [_]                         [_]                          [_]

3.   The ratification of the appointment of KPMG Peat Marwick LLP as independent
auditors of Astoria Financial Corporation for the fiscal year ending December   
31, 1998.                                                                       

    FOR                       AGAINST                      ABSTAIN
  [_]                         [_]                          [_]

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In its discretion, the Trustee is authorized to vote upon such other  
business as may come before the Annual Meeting and any adjournment or           
adjournments thereof or to cause such matters to be voted upon in the discretion
of the individuals named in any proxies executed by the Trustee.                

 All proposals listed above in this Confidential Voting Instruction were
proposed by Astoria Financial Corporation.                                      

     The undersigned hereby instructs the Trustee to vote in accordance with the
voting instruction indicated above and hereby acknowledges receipt, prior to the
execution of this Confidential Voting Instruction, of a Notice of Annual Meeting
of Shareholders, a Proxy Statement dated April 2, 1998 for the Annual Meeting   
and a 1997 Annual Report to Shareholders of Astoria Financial Corporation.      

     PLEASE SIGN AND DATE BELOW AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.                                                                       

___________________________________________   Date:__________________, 1998     

Signature of participant, former participant or designated beneficiary of       
deceased former participant.                                                    
Please sign name exactly as it appears herein. When signing as attorney,        
executor, administrator, trustee or guardian, please give your full title as    
such.                                                                           

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[LETTERHEAD OF ASTORIA FEDERAL SAVINGS] 

                         April 2, 1998

TO:  ALL ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION INCENTIVE SAVINGS PLAN    
 ("401K PLAN") PARTICIPANTS WITH A PORTION OF HIS OR HER ACCOUNT BALANCE
INVESTED IN THE EMPLOYER STOCK FUND                                   

Re:  Annual Meeting of Shareholders to be held on May 6, 1998                   
--------------------------------------------------------              

Dear Participants:                                                              

    In connection with the Annual Meeting of Shareholders of Astoria Financial
Corporation to be held on May 6, 1998, enclosed please find the following       
documents:                                                                      

a)  Confidential Voting Instruction card,                             
b)  Proxy Statement dated April 2, 1998, including a Notice of Annual 
Meeting of Shareholders,                                      
c)  1997 Annual Report to Shareholders, and                           
 d)  a postage-paid return envelope addressed to ChaseMellon Shareholder
        Services, L.L.C., Proxy Tabulation Department (ChaseMellon Shareholder
       Services, L.L.C. is the Confidential Voting Instruction tabulator for
the 401K Plan).                                               

 As a participant in the 401K Plan with all or a portion of your account
balance invested in the Employer Stock Fund, you have the right to participate  
in directing how the Plan Administrator (Astoria Federal Savings and Loan       
Association) instructs the 401K Trustee (T. Rowe Price Trust Company) to vote   
the shares of Astoria Financial Corporation Common Stock (the "Shares") held by 
the 401K Plan as of March 23, 1998, the meeting record date (provided that you  
had all or a portion of your account invested in the Employer Stock Fund as of  
the most recent valuation date on or before the meeting record date). In        
general, the 401K Trustee will be directed to vote the Shares held in the       
Employer Stock Fund "FOR" and "AGAINST" as to each proposal listed on the       
Confidential Voting Instruction card in the same proportions as instructions to 
cast votes "FOR" and "AGAINST" each proposal are given by those individuals with
the right to give directions. Each individual's instructions are weighted       
according to the value of the participant's interest in the Employer Stock Fund 
as of the most recent valuation available prior to the record date. If you do   
not file a Confidential Voting Instruction card on or before April 30, 1998, or 
if you ABSTAIN, your directions will not count.                                 

UNANTICIPATED PROPOSALS                                                         

 It is possible, although very unlikely, that proposals other than those
specified on the                                                                

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Confidential Voting Instruction card will be presented for shareholder action at
the 1998 Annual Meeting of Shareholders. If this should happen, the 401K Trustee
will be instructed to vote upon such matters in the 401K Trustee's discretion,  
or to cause such matters to be voted upon in the discretion of the individuals  
named in any proxies executed by the 401K Trustee.                              

Your instruction is very important. You are encouraged to review the  
enclosed material carefully and to complete, sign and date the enclosed         
Confidential Voting Instruction card to signify your direction to the Plan      
Administrator. You should then seal the card in the enclosed envelope and return
               -----------------------------------------------------------------
it to ChaseMellon Shareholder Services, L.L.C. To direct the voting of your     
---------------------------------------------------------------------------     
Shares, your instruction card must be received by ChaseMellon Shareholder       
-------------------------------------------------------------------------       
Services, L.L.C. no later than April 30, 1998.                                  
----------------------------------------------                                  

   PLEASE NOTE THAT THE INSTRUCTION OF INDIVIDUAL PARTICIPANTS IS TO BE KEPT
CONFIDENTIAL BY CHASEMELLON SHAREHOLDER SERVICES, L.L.C. AND THE 401K TRUSTEE,  
WHO HAVE BEEN INSTRUCTED NOT TO DISCLOSE THEM TO ANYONE AT ASTORIA FEDERAL      
SAVINGS AND LOAN ASSOCIATION OR ASTORIA FINANCIAL CORPORATION.                  

    This memorandum is subject in its entirety to the information set forth in
the enclosed Proxy Statement, which you are encouraged to read and study        
thoroughly.                                                                     

Very truly yours,   

                        Astoria Federal Savings and Loan Association

By:                 
             ---------------------------
          Plan Administrator

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[LETTERHEAD OF ASTORIA FEDERAL SAVINGS] 

                         April 2, 1998

TO:  ALL THE GREATER NEW YORK SAVINGS BANK EMPLOYEE STOCK OWNERSHIP PLAN (THE   
"GNYSB ESOP") PARTICIPANTS                                            

Re:  Annual Meeting of Shareholders to be held on May 6, 1998                   
--------------------------------------------------------              

Dear Participants:                                                              

    In connection with the Annual Meeting of Shareholders of Astoria Financial
Corporation to be held on May 6, 1998, enclosed please find the following       
documents:                                                                      

a)  Confidential Voting Instruction card,                             
b)  Proxy Statement dated April 2, 1998, including a Notice of Annual 
Meeting of Shareholders,                                      
c)  1997 Annual Report to Shareholders, and                           
 d)  a postage-paid return envelope addressed to ChaseMellon Shareholder
        Services, L.L.C., Proxy Tabulation Department (ChaseMellon Shareholder
       Services, L.L.C. is the Confidential Voting Instruction tabulator for
the GNYSB ESOP).                                              

    As a participant in the GNYSB ESOP, you have the right to direct the GNYSB
ESOP Trustee (United States Trust Company of New York) how to vote the shares of
Astoria Financial Corporation Common Stock ("Shares") held by the GNYSB ESOP as 
of March 23, 1998, the meeting record date. Pursuant to the terms of the GNYSB  
ESOP, each participant, as a named fiduciary, has the right to instruct the     
GNYSB ESOP Trustee how to vote the Shares allocated to that person's account in 
the GNYSB ESOP as of the record date. That number is shown on the enclosed      
Confidential Voting Instruction card. In general, the GNYSB ESOP Trustee will be
directed to vote the Shares held by the GNYSB ESOP Trust and allocated to you by
casting votes "FOR", "AGAINST", "WITHHELD" or "ABSTAIN" as to each proposal as  
specified in the Confidential Voting Instruction card accompanying this letter. 
The GNYSB ESOP generally states that if you do not direct the Trustee how to    
vote the Shares allocated to your account, and as to the unallocated Shares held
by the GNYSB ESOP trust, the Trustee shall vote such Shares in the same         
proportion as those Shares as to which the Trustee receives direction. To be    
considered by the Trustee in determining how to vote the Shares held by the     
GNYSB ESOP Trust, your voting instruction must be received by ChaseMellon       
Shareholder Services, L.L.C. not later than by April 30, 1998.                  

UNANTICIPATED PROPOSALS                                                         

 It is possible, although very unlikely, that proposals other than those
specified on the                                                                

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Confidential Voting Instruction card will be presented for shareholder action at
the 1998 Annual Meeting of Shareholders. If this should happen, the GNYSB ESOP  
Trustee will vote upon such matters, in the GNYSB ESOP Trustee's discretion, or 
will cause such matters to be voted upon in the discretion of the individuals   
named in any proxies executed by the GNYSB ESOP Trustee.                        

Your instruction is very important. You are encouraged to review the  
enclosed material carefully and to complete, sign and date the enclosed         
Confidential Voting Instruction card to signify your direction to the Trustee.  
You should then seal the card in the enclosed envelope and return it to         
-----------------------------------------------------------------------         
ChaseMellon Shareholder Services, L.L.C. To direct the voting of Shares within  
------------------------------------------------------------------------------  
the GNYSB ESOP, the Confidential Voting Instruction card must be received by    
----------------------------------------------------------------------------    
ChaseMellon Shareholder Services, L.L.C. no later than April 30, 1998.          
----------------------------------------------------------------------          

    PLEASE NOTE THAT THE INSTRUCTION OF INDIVIDUAL PARTICIPANTS ARE TO BE KEPT
CONFIDENTIAL BY CHASEMELLON SHAREHOLDER SERVICES, L.L.C. AND THE TRUSTEE, WHO   
HAVE BEEN INSTRUCTED NOT TO DISCLOSE THEM TO ANYONE AT ASTORIA FEDERAL SAVINGS  
AND LOAN ASSOCIATION OR ASTORIA FINANCIAL CORPORATION.                          

    This memorandum is subject in its entirety to the information set forth in
the enclosed Proxy Statement, which you are encouraged to read and study        
thoroughly.                                                                     

                   Very truly yours,

                          The GNYSB ESOP Committee

     By:
                               -----------------------
                         Rhoda Baisi

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[LETTERHEAD OF ASTORIA FEDERAL SAVINGS] 

                         April 2, 1998

TO:  ALL ASTORIA FEDERAL SAVINGS AND LOAN ASSOCIATION EMPLOYEE STOCK OWNERSHIP  
PLAN (THE "ESOP") PARTICIPANTS                                        

Re:  Annual Meeting of Shareholders to be held on May 6, 1998                   
--------------------------------------------------------              

Dear Participants:                                                              

    In connection with the Annual Meeting of Shareholders of Astoria Financial
Corporation to be held on May 6, 1998, enclosed please find the following       
documents:                                                                      

a)  Confidential Voting Instruction card,                             
b)  Proxy Statement dated April 2, 1998, including a Notice of Annual 
Meeting of Shareholders,                                      
c)  1997 Annual Report to Shareholders, and                           
 d)  a postage-paid return envelope addressed to ChaseMellon Shareholder
        Services, L.L.C., Proxy Tabulation Department (ChaseMellon Shareholder
       Services, L.L.C. is the Confidential Voting Instruction tabulator for
the ESOP).                                                    

     As a participant in the ESOP, you have the right to direct the ESOP Trustee
(State Street Bank & Trust Company) how to vote the shares of Astoria Financial 
Corporation Common Stock ("Shares") held by the ESOP as of March 23, 1998, the  
meeting record date. Pursuant to the terms of the ESOP, each participant has the
right to instruct the ESOP Trustee how to vote the Shares allocated to that     
person's account in the ESOP as of the record date. That number is shown on the 
enclosed Confidential Voting Instruction card. In general, the ESOP Trustee will
be directed to vote the Shares held by the ESOP Trust and allocated to you by   
casting votes "FOR", "AGAINST", "WITHHELD" or "ABSTAIN" as to each proposal as  
specified in the Confidential Voting Instruction card accompanying this letter. 
The ESOP generally states that if you do not direct the Trustee how to vote the 
Shares allocated to your account, and as to the unallocated Shares held by the  
ESOP Trust, the Trustee shall vote such Shares in a manner calculated to most   
accurately reflect the instructions received from participants regarding        
allocated Shares to the extent consistent with its fiduciary duties. The        
Trustee's fiduciary duties require it to vote any shares which are either       
unallocated or as to which the Trustee receives no voting instructions in the   
manner determined by the Trustee to be prudent and solely in the interest of the
participants and beneficiaries. To be considered by the Trustee in determining  
how to vote the Shares held by the ESOP Trust, your voting instruction must be  
received by ChaseMellon Shareholder Services, L.L.C. not later than by April 30,
1998.                                                                           

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UNANTICIPATED PROPOSALS                                                         

 It is possible, although very unlikely, that proposals other than those
specified on the Confidential Voting Instruction card will be presented for     
shareholder action at the 1998 Annual Meeting of Shareholders. If this should   
happen, the ESOP Trustee will be instructed to vote upon such matters, in the   
ESOP Trustee's discretion, or to cause such matters to be voted upon in the     
discretion of the individuals named in any proxies executed by the ESOP Trustee.

Your instruction is very important. You are encouraged to review the  
enclosed material carefully and to complete, sign and date the enclosed         
Confidential Voting Instruction card to signify your direction to the Trustee.  
You should then seal the card in the enclosed envelope and return it to         
-----------------------------------------------------------------------         
ChaseMellon Shareholder Services, L.L.C. To direct the voting of Shares within  
------------------------------------------------------------------------------  
the ESOP, the Confidential Voting Instruction card must be received by          
----------------------------------------------------------------------          
ChaseMellon Shareholder Services, L.L.C. no later than April 30, 1998.          
----------------------------------------------------------------------          

    PLEASE NOTE THAT THE INSTRUCTION OF INDIVIDUAL PARTICIPANTS ARE TO BE KEPT
CONFIDENTIAL BY CHASEMELLON SHAREHOLDER SERVICES, L.L.C. AND THE TRUSTEE, WHO   
HAVE BEEN INSTRUCTED NOT TO DISCLOSE THEM TO ANYONE AT ASTORIA FEDERAL SAVINGS  
AND LOAN ASSOCIATION OR ASTORIA FINANCIAL CORPORATION.                          

    This memorandum is subject in its entirety to the information set forth in
the enclosed Proxy Statement, which you are encouraged to read and study        
thoroughly.                                                                     

                   Very truly yours,

                    The ESOP Committee

     By:
                                ________________________
                       Rhoda Baisi

Dates Referenced Herein   and   Documents Incorporated by Reference

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		5/6/98		2		47			PRE 14A
		4/30/98		43		48
Filed on:		4/3/98							8-K
		4/2/98		2		47			3,  8-K/A
		3/23/98		2		47
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		2/10/98		5					SC 13G
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		12/31/97		3		29			10-K405,  10-K405/A
		9/30/97		7		17			10-Q,  8-K,  8-K/A,  S-8
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		12/31/96		20		21			10-K405
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		12/31/95		20		21
		12/29/95		21
		1/31/95		8		11
		1/17/95		17
		11/18/93		19		20
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